Spider-Cats (1985) Season 1
by marc1986
Summary: Knowing that the Mutants would fail him in the end Mumm-Ra, The Ever Living calls upon a champion from a foreign land to fight for him. However something goes wrong, and now Spider-Man, the man Mumm-Ra called for, fights with his sworn enemy - the Thundercats.
1. Chapter 1

Spider-Man is owned by Marvel

Thundercats is a Rankin/Bass product

Chapter 1:

A new world

"There must be a way to put an end to those Thundercats and to receive the power of that child's Sword of Omens, but how?" The body that belonged to this voice was an undead creature with a red cloak and old bandages. The specter was staring at a bubbling caldron that seemed to have covered most of the room. "Perhaps a creature on another world can do what those mutants can not." He said with a distasteful growl, not liking to be associated with those creatures. With a wave of the hand the caldron showed several humans: each wearing a strange outfit. The images didn't stop until it came to a red and blue creature swinging through a modern city. "Ah, this one will do." The mummy stated with a devilish smirk; his guess of using this man was getting stronger as he was given images of what he was capable of. "Yes, he will retrieve the Sword of Omens from the Thundercats and give it to me: Mumm-ra the ever living!" The man in question was lazily swinging through his home until he felt something.

'That's weird…I could have sworn that something was watching me a moment ago, but my Spidey sense didn't go off.' The human thought as he glanced around at all of the stone buildings. He then went back to the matter at hand as he said aloud: "Well, messed up Spidey sense or not I told Mr. Fantastic that I would help him with his latest invention, but that might be a bigger problem since he probably has thirty inventions incomplete." There was a smile hidden underneath his full length mask of imaging his elastic friend under a whole lot of new toys, but he quickly shook that off and kept swinging. He stopped when he landed in front of a building with a spinning orange four at the top. "I wonder if Reed remembered to turn off the security field." He questioned aloud and fired a web-line from his left wrist hoping to swing on it but as soon as it made contact with the white stone it basically burnt to a crisp. "Yeah…I would say no." He said as he watched his line fall roughly twenty stories. 'Looks like I'll have to do this the hard way.' He thought with dread.

"Good afternoon, Spider-Man. How are you doing?" A form of sphere security camera with a red eye asked the creature in the elevator. The man who was questioned walked out before looking at the cam and said to it with a growl.

"I'm doing great; I just wish that someone would have been nice enough to turn off the electric wall so I didn't have to take the elevator and scare everyone." The computer that helped run the place felt bad for forgetting that and said back to him.

"I am sorry Spider-Man; Doctor Richard's needed my help." The machine hoped that it was a good enough excuse for their visitor. The red and blue man shrugged and walked down a hallway. He eventually met up with a big orange boulder man with blue eyes and a teen with spiky blonde hair.

"Hey bug-brain, bout time you got here." The boulder known as Ben Grimm said in his usually happy tone of voice of seeing the New York scapegoat. "Stretch's been waiten for two hours." He added, but knew that it was more his old friend's fault rather than the web-head's.

"Hey! I had a few car-jackers to deal with on my way over." The visitor said in defense with his palms facing the rock. There really wasn't anything else to say so the three of them went to the lab, but the web-spinner still felt something wrong.

"So, this hero has friends." Mumm-ra said to the hollow halls of his home before adding, "I must find a way to separate him from them and make it seem like an accident." That said he continued to watch this event unfold.

"Oh good, you made it Spider-Man." A brown and white haired man said in an almost relieved tone when he saw the three arrive by their elevator. "Alright Ben: you and Johnny can go help Sue with her shopping." He said, knowing that the female one of their team had decided to take a trip to the mall because of the lack of action that they had seen.

"Aw, come on Reed, not that I'll get bored. I'd rather listen to one of your boring lectures." The blonde male said, not wanting to help his sister shop since he believed her sense of fashion sucked.

"Don't worry kid; you can try your pick up lines on the manikins since they're the only ones that listen." The rock said with a grin, loving to humiliate him. "We're going, Stretch, have fun with the bug egghead." He said as he picked up the teen by the back of his black and gold jacket before going back down the elevator.

"This is what I wanted you're help with Spider-Man." The blue and white outfitted scientist said after pressing a few buttons on something that looked like a PDA a strange circular object appeared in front of them. "This is one of my most recent inventions; it is capable of traveling into other planets, other galaxies." He said in excitement.

"What for, Reed, thinking of visiting Cybertron or maybe Aquatar." The fellow brainiac questioned with his usual sense of humor, but wasn't prepared for the answer.

"I never thought of that, but wouldn't that be something. To see if there really are alien rangers or if Optimus Prime really exists." The scientist often tuned everything else out when he was on a role.

"Johnny's right, you seriously need a sarcastic class." Spider-Man said, but remaining true to his style the only reply that he said wasn't about what the arachnid said.

"Oh, right the machine, I think it works, but even when the power is on: nothing happens." The stretchy one informed him, and deciding not to egg him on of saying anything the two of them analyzed everything.

"Found the problem Mr. Fantastic, you have these gold and red wires crossed." Spider-Man said as he opened a small panel on the right side of the circle. Reed stretched his neck up from his kneeling position and saw what the arachnid was pointing to.

"That explains why the power doesn't work. Those two wires are the main ones that supply power to my invention." After he said that the elastic man was standing up, stroking his chin: trying to figure out something. 'I guess I was in a rush with all of the thought to go to the Micro-verse that I must have crossed them by mistake.' The scientist tried not to remember how ticked Sue was of shrinking into the size of a Barbie doll. He then watched as the web-head was changing the wires around.

"There now try it, Reed." He said, giving the doctor the go ahead to test it out again.

"I hate to interrupt but Hank McCoy is waiting for you in the rec. room, Mr. Richards." Herbie stated before Reed could reach his remote.

"Oh, that's right our chess match was today." Mr. Fantastic said aloud as he was heading to the elevator that led to the rest of his home to meet his fellow scientist. As the elevator was going down Reed saw Spider-Man standing there. "Herbie, hold the elevator." He said and just like that stopping the lift right at the tip of his hair. "Sorry, Spider-Man, but I forgot that Beast was stopping over for our daily fourteen hour chess match." He said to the loner with a stretched out neck.

"It's cool, Mr. Fantastic; I'll stay here for a while before heading out." He answered back to the scientist who smiled at the spider's understanding. With nothing else to say the elevator took him the rest of the way down. Spider-Man began to walk around the place looking at all of the high tech consoles and the solid white paint job.

"Now is the opportune time to send him away." The Mummy creature said as he stared at the curious man. "Ancient Spirits of Evil transform the decayed form to Mumm-ra!" The mummy yelled out after changing from a shriveled up mummy to a buff one with the red cloak he had on to a cape. "Ancient Spirits of Evil transport this agile arachnid to the Dark Pyramid to serve Mumm-ra ever-living source of Evil." He said to the cauldron watching with evil delight at the lightning in the room as the statues in his chamber accepted his request. Back in Reed's lab the web-slinger sensed something coming from the portal, but he ignored it as his logical side tried to calm him down.

'Probably Sue back from shopping and trying to scare me with her invisibility.' That thought was quickly squashed as a red symbol with a pair of snakes intertwined along with a laugh that would make even the Green Goblin wet his pants came from the machine. "So much for that being Sue that set off my Spider Sense. There was also a strong suction coming from the machine: a suction that not even he could handle since he was losing ground despite his super powers.

"Are you playing some sort of game, Spider-Man.?" The machine said as he saw the visitor on his fingertips and tiptoes trying not to get sucked in. Then Herbie tried his main programmed function: helping people. "Would you like me to retrieve Dr. Richards?" The creature controlling the portal did not like that option at all.

"Meddlesome machine." The mummy said before shooting red lighting into his cauldron which came into the lab and shocked Herbie so bad that he had to shut himself down. The arachnid saw that the computer screens were all blank and all of the lights were flickering like crazy.

"There's an instant electrical bill pun but I won't say it." He muttered before thinking, 'I just hope the rest of the lights are going off.' Indeed they were, but the scientists were too busy to notice, but not the others. The other three were bringing in Sue's stuff, which were a few blocks from her home.

"Hey, uh, Stretch hate to take you away from your little board game, but haven't ya noticed that the lights are acting screwy." The blue eyed orange rock said while looking at the two of them engrossed at their game.

"Yes, they have been doing that for a while now." Reed answered while thinking to move his knight or his bishop next. Naturally the other three did not like their leaders zoning out some times especially now.

"Then maybe we should go see what's up." Sue asked her leader, trying not to slap him silly with an invisible hand.

"I'm sure Spider-Man has it covered." The elastic one said after moving his queen into position for a finishing attack. The fireball knew of his friend pretty well but it was the boulder's question that really made him think.

"And where is the bug face now?" Reed had just got his second rook near Beast's King before answering.

"In my lab." That is when reality sunk in completely. "He's in my lab." He said again in surprise before stretching over to the elevator. As the three were in the elevator the hothead spoke up.

"Oh man, this bites." The others looked at him strangely, but he didn't notice. "He's going to beat me this week in our: who can break most of Reed's inventions'." This got there attention away from the panic of the wall-crawler.

"You and Spider-Man make a record of how many of my inventions the two of you break." Reed said to Johnny wanting the truth. The conversation was dead when they got to the top.

"What on earth?" The Invisible Woman exclaimed before surrounding the four of them in a force bubble. They all saw that the fifth person really hated where he was.

"Herbie shut down the portal!" Reed yelled to the artificial member, but with zero response. The web-spinner could not take it and he didn't want the explorers to be sucked in with him so he let it take him. As soon as the bug made contact with the machine he began to disappear and out of either instinct or friendship Ben and Johnny left the safety of the shield and headed for their super powered friend.

"Hang on web-head." The rock yelled out as he tried to grab what was left of him but all he got was air; as soon as he was gone the suction stopped instantly. "Stretch, you better…"Ben started but saw that his egghead friend was already at his main computer and was trying to make sense for what just happened.

"Herbie, I need you to scan the device for any abnormalities." Reed said but he did not really receive an answer it his problem more like what Herbie was feeling.

"So cold, so evil; more evil than Doom." The computer muttered that phrase for a while with Reed still trying to get his attention, but Ben decided to help.

"Let me try something egghead." That said the Thing tapped one of the consoles with his foot and that jarred Herbie out of his trance.

"I'm sorry, Dr. Richards it's just that when that red lightning hit me all of my systems were hit with an intense evil." The four could tell that their computer friend was seriously spooked at what happened not even Johnny had something to say to Herbie.

"Herbie I want to you triangulate where Spider-Man is going and who started the machine." Reed said and the machine went at it scanning in everyway he knew how, but he could only answer was in bad news.

"Location unknown: no data available." Normally an unknown planet would excite Reed, but not this time as images of Spider lying somewhere…dead. The scientist shook his head: trying to get rid of those images.

"Reed I don't really care how many projects that you have to hold back on, focus on bringing Spider-Man back." Sue said with a dead serious expression on her face the stretchy one also saw that her brother also had that look.

"What about Ben?" He questioned and added to them, "I promised that I would find him a cure." He saw the man in question advance to him also with a dead serious expression.

"Due as she says egghead after all the bug is the only one to keep Johnny in line-besides me that is." He said and the others knew that the last part was for humor. Beast, who hacked into their communication and heard it all.

"Perhaps Charles can help." He thought aloud before leaving on his own. Reed began typing as best and as fast as he could. Spider-Man on the other hand was traveling a tunnel that seemed to be made of bandages.

"Gross, even by my standards." He said as he examined the tunnel and added, "Just really wish that I had something to look at besides these white walls." About that time he saw a solid black pyramid at the end of it. 'Preferably something that doesn't set my Spider sense off.' He thought as he felt that familiar feeling in the back of his neck. The bad thing was that he did not know that he was about to be a servant to a very bad evil, but for once the Spider luck will work in his favor.

"Mighty Mumm-ra I was curious if you will help your loyal servant to resurrect our ship." A creature that called himself: Slithe, said to the bandaged one, but his boss did not respond so he tried again, "My master, did you hear my request?" This time he was able to break his concentration on the current spell.

"You reptilian buffoon, I was trying to call forth an alley to deal with the Thundercats, but thanks to your prattle he will appear somewhere else on Third Earth." Mumm-Ra explained in anger to his temporary alley.

"Perhaps the mutants and I can track and trap him, my lord." Slithe offered while secretly wanting to know why this freak wanted to enlist some backup. The mummy transformed into his first form and backpedaled to his sarcophagus.

"Do not engage this creature." He said once he made it to his bed, and while it was shutting he added, "If you cannot handle a bunch of cats then you can't handle him." With the lid shut he did not see the lizard-man's angered expression.

"As you wish, my lord." He said to the stone with a voice that was a combo of venom and sarcasm. The wall-crawler, who was still in the tunnel noticed that the image of the Egyptian piece of real-estate, but the bad side is there was nothing at the end of his tunnel.

'This can't be good.' He thought, and pretty soon he mad it to the end. As soon as he emerged he saw that he was in midair looking down at a big forest, and rock formations in the distance. 'This looks pretty cool.' He thought and added one other thing, 'Just wish I was a little closer to the ground.' He fired a web-line to a tree branch and swung with it, landed and then looked around. "Now what do I do?" He questioned aloud before looking around and saw no one around. Without a clue he started to walk in one direction.

"Never thought that for a second." A red haired man in blue armor commented before adding, "We'll turn back as soon as we see where this trail leads and then we'll…" The man's sentence was cut off because he fell into a hole. That scream was heard from the red and blue stranger.

"So, I'm not alone in this world." He commented and headed over to the location pretty easily. When he got close enough he saw a hole and a small red, yellow, and white creature beside it. 'Got to get a better look see.' He thought before climbing a tree with ease, and as soon as he got to one of the top branches he saw that there was a man in the earth based prison.

"Can't get a foothold. Sides too slippery." The man in the ground said to the creature when it said his name.

"Snarf, Snarf. I'll get you out of there, stay right there." The red scaled one said before trying to find something he could use. The one that the arachnid guessed was Lion-O calmly looked around the narrow area, and said to himself…

"There's nothing else I can do." With a shrug and then waited for his alley to come through.

'I know I could web-line line the guy, and pull him up, but seeing what that guy has planed will be better.' Parker thought and, with his 20/20 vision, kept an eye on the other one. The small one tried to bite into a thick vine, but could not, so he bit into a smaller one. Swung on it, amateur style in his opinion, and then bit the other side. The little one then ran over to the man and threw it down the burrow.

"Grab hold, Lion-O. Pull yourself up." The creature that Spider guessed went by: Snarf, said to the man in the hole. He threw down the vine which was caught on his end.

"That's what I'm doing, but I don't seem to be getting anywhere." He said while holding the vine and walk on the wall, but his blue boots kept slipping.

"Snarf! You must be doing something wrong then. Ol` Snarf is as steady as a…mountain." The red skinned creature said with his feet easily giving way. The arachnid saw this and could not help, but chuckle.

'That is just sad. Guess I little web-line wouldn't hurt.' He thought and stuck his arm out of the safety of the leaves, ready to help until he saw the lizard getting hog-tied. 'Better stay hidden.' He thought and withdrew his hand.

"Hey!" Lion-O yelled when the weight on the other side of the vine was released. "Is this your idea of a joke, Snarf?" He demanded, but a lasso around his stomach was his answer; the bondage forced his arms to his side. "What's this?" He questioned after he looked at it. Spider saw them throw three more lasso's down, all successful. "Snarf! What's going on?" He questioned and was pulled up, with better ease. Peter, from his spot, tried to listen to the new creatures voices, but there was a warbling sound to it. He was only able to understand one sentence.

"Give us a break, he's heavy." He knew that there were more to it than that, but he was positive about that much. Eventually they were able to drag him to the surface.

"Now, there's something you don't see everyday." Peter whispered when he got an eyeful at the creature that he thought was going to be an average Joe, but he sort of looked like: Tigra, but more human.

"Snarf, are you okay?" The red haired youth questioned to his friend. He looked and saw his pal in the same mess he was - bound.

"Sort of." He answered back with a cold shiver running down his spin as he saw the creatures that caught them. The lion looked around at them and decided if his name would have any effect.

"Untie us at once! I am Lion-O!" He shouted to them but the three kept hold of their ropes. The bear creatures on the other hand found no importance in the intruders name.

"Ha, ha, ha, Lion-O!" The robo-bears said in return with what sounded like laughter.

'Doubt they should do that?' Parker thought when he saw the growing look of surprise on the blue armored man's face. The slinger decided to stay hidden since he did not know if he should get involved and if he did: which side should he support?

"You dare to make fun of me - The Lord of the Thundercats!" He yelled after not liking the creatures laughter at him. After that the six bears kept laughing for a bit. The band of machines spoke among themselves.

'I may have to give them a different voice modifier.' Peter thought as he tried to decipher any words that he may have known, but just like last time they were limited.

"Thunder-berbils Rowwer!" They said to one another. After hearing that the red scaled one could understand one thing.

"I don't guess they've heard of us." He said with an angered expression on his face.

"They aren't the only ones, pal." Spider-Man muttered while still looking at what was going on below his hiding spot. One of them, the leader of the recon team, pointed to the sky with one finger followed by palms to the heavens.

"The sky?" Lion-O questioned the motions and then got the creatures question and added, "Oh, yes, we came from the sky." The arachnid could hear the feline's tone seriously went down to a calmer level. The one closest to the slinger began to make an airplane sound, took a few steps and then purposely tripped. "And yes, we crashed." He said, understanding that charade question too.

'Guess I'm not the only out of towner.' He thought with slight relief; grateful that he was not the only creature that didn't know his way around this planet.

"Now where are they taking us?" The taller of the two creatures questioned as the machines led them deeper into the forest.

'I better keep tabs on those two.' Peter thought and followed through the cover of the trees, thankful that no matter what he was able to keep his balance.

"Maybe I should keep my frightened spirit in check until we find out." Snarf said to the lord as the continued to walk. Truth is he was ready to run in the opposite direction if he wasn't tied up.

'Wonder if these are the only ones or are there more.' Spider-Man thought as he watched the small group of creatures tie the two up and then left them. 'Ironic statement considering who thought it.' He added since him and teamwork NEVER went hand and hand. Unknown to Peter was the fact that this man DID NOT come alone; over in a clearing with a down ship were a group of similar cat creatures.

"Shouldn't Lion-O be back by now?" Questioned a black and blonde haired woman with an orange outfit looking at the forest and then to her two comrades. The two in question were working on some blueprints for their base on this strange planet.

"I'm sure he's okay." An orange and black stripped man with a blue outfit said back to her. "If he was in danger the Eye of Thundera would have summoned us." He explained to the others.

"Sure, no sense worrying. He's a man now." A gray furred one with spike blue armor said to them after taking his eyes off of the plans. The bad thing was that the last of the three was wrong as the two were still tied to trees.

"No use, Snarf, I can't reach it." Lion-O said to his friend in a strained voice as he tried to grab the sword on his left leg, but couldn't seem to grab it with his tied up arm.

'What's so hot with that supped up letter opener?' Peter thought as he watched the effort and then added, 'Is that sword making that strange sound?' Once again he was about to give the two a web-hand, but was stopped when he saw the tin-teddies, but with one extra.

"Uh-oh. This looks like the chief…whatever he is, comin` over." The lizard cat said as a dark brown furred creature came over to the two.

"You fell into one of our traps." The leader said to the tall one, having a feeling that the one with red hair is the one he needed to talk to.

"You heard him!" The lion called back to him in anger.

"berbils." The leader of the creatures said while thumbing the closest one to him.

"Uh-huh. Urble, Derbily, bearbul-urbul." The cat creature said in a mocking tone. Within one of its compartment the leader got out a pocket knife. The sight of the small blade scared the leather skinned one.

"It may not be a good idea to make `em sore, Lion-O." Snarf informed the leader after a nervous purr. The leader of the tribe shrugged and then cut both of them free.

"berbils, Robear-berbils - from the planet Robear, been here for berbil years." The leader of the team told them while pointing to the sky and then the ground.

"I think they're called: bearbils, Snarf; robear-bearbils." Lion-O guessed to his chaperone with his left hand near his sword, which stopped its sound. His guess received a nod from the small band of critters.

"That's not what I've been callin `em." The smaller one said back before sitting down on all four paws. After a while the group set off for their village, but as they were doing so Lion-O often got a glimpse of something in the trees. "What's the matter, Lion-O, why'd ya stop." The scaly one question when the adult stopped walking.

"It's nothing, but every once in a while I catch a glimpse of something in the trees." He explained while still looking at the leafy camouflage.

'Ninja stealthy: I am not.' Peter thought as he ceased all movements. After a while of looking at the cover the nursemaid spoke up.

"It's probably your imagination, Lion-O." Snarf convinced him and they were back to walking with one hitchhiker.

"Kind of a cheerful bunch, aren't they Snarf?" The big cat questioned light heatedly, forgetting of the object he may have seen earlier.

"Well, I gotta admit they look better to me then when we was tied up." The lizard/cat said back, also forgetting their conversation from earlier. The two out of towners stopped near the center of the small village.

"Ro-ber berbil Bell, guests." The leader with one clap of the hands. At that moment a different berbil appeared to the crowd.

'That's a strange one.' Peter thought before taking a risk and leapt from the safety of the trees and landed on the roof of one of the huts. Making sure not to be seen he decided to take another look at the latest berbil. This one was yellow instead of silver and brighter pieces of fur, it also had a flower by one of the ears. 'So it's a girl.' He thought with a 'big giant duh' mental image added.

"Eat, very good." The leader said to them; referring to the rolls on a plate. The lord of his people did not know what to do, but he knew that being rude was out of the question.

"Well…uh, thank you." Lion-O said to them, but before he could grab one he was interrupted by his traveling buddy.

"Snarf, Snarf. Hold on, not till I make sure it's safe." The lizard said with a swaying finger and then just as he said that he inhaled the strange bun. After chewing and swallowing, along with what Peter thought of checking his pulse for a moment he spoke, "Snarf, it's delicious!" The lion followed his friend's lead, but only took a small bit.

"It sure is, and what a change from those space rations we Thundercats have been living on." He said after tasting his piece. "Where can this fruit be picked, uh…" Questioned the leader, but couldn't finish since he did not know the elders name.

"Ro-ber Bill, call me: Ro-ber Bill." He answered the name question while pointing to himself. "Come." He added while motioning his hand for the two to follow.

'Alright enough of this stealth stuff.' Parker thought as he was letting his hunger get the better of him. He leapt from the roof of a hut and made himself known. "Mind if I tag-along?" He questioned to them. The two bears, the hairy lizard, and the lion turned back to him.

"Who are you?" Lion-O questioned, changing into a demanding tone. At that moment the red and blue man stuck his hands in the air and answered.

"Easy there, just like you I too came from the sky, but differently." His answered allowed the blue armored fellow to lower his guard for now.

"I take it you were what I saw earlier?" Lion-O questioned him, making sure that he was not seeing anything.

"You got it, and no harming a village isn't my style; just wanting some food." He answered back. His stomach gave off a low growl to show the others that he was not making up any of it.

"We saw you fall." R.B. Bill said as he walked to the strange creature. He motioned the female to come over to him. "Please, take one." Spider did, and lifted his mask up to his nose and began to eat.

'Not bad.' He thought and decided to get back on track. "I think, before I showed up, you were going to show your food supply." He informed them with his piece still in hand. The arachnid, the lion, the berbil, and the…Snarf headed to a wide area filled with plants, and some of the berbils were working.

"Berbil fruit: meat fruit, drink fruit, veggie fruit of all kinds, and candy fruit." The techno-teddy explained to the three. The new comers could see green trees and grass, rows of beautiful colors and trees with a strange bounty.

"Candy fruit?" Questioned Snarf, since he was big on sweets. The kind hearted creature took one of the pieces of candy fruit and gave it to the little one.

"Hmm! Good!" He exclaimed after swallowing it whole with hands clasped together. The new-new comer just stood there staring at the tree.

'Guess the machines they show on Food Network are all smoke and mirrors.' He thought before the sound of a triangle caught his attention. He and the other two saw one of the Ro-bears standing at a high point with a triangle.

"Trolligs, attack, attack: Ro-bears." The centurion said to them, and several berbils came running past them with some sort of blowguns. This sudden change in their friendly manner got all three of their attention.

"Trolligs?" Questioned the short one of the three. Once the heard died down the big cat decided to ask a simple question.

"Ro-bear Bill, who are these: Trolligs?" He questioned the leader of the village, even though there was a part of him that did not want to hear the answer.

"They live in the caves to the North, from time to time they raid our village for the Ro-ber berbil fruit." He explained to the outsiders. The hero in the lord took over his mind after hearing that.

"We'll help you. Come on, Snarf, you to - who ever you are." Lion-O said to the creatures in red, and he started to run, but was interrupted by the chief.

"Oh-no. We couldn't involve you in our troubles. Your our guest." R.B. Bill said to them, not wanting any harm to befall his new friends. The four of them saw pug-like creatures running right at the main entrance with rock hatchets in hand.

'Those loin cloth wearing Goofy impersonators are gonna mangle `em.' Peter thought with dread while trying to suppress one of the most noble pacifist being shot down. He watched as the berbil defense team used the blow guns, shooting out some sort of bullet, and doing little to no use.

"You need help. Those stun darts aren't doing much good." The Leo said to him. He was hoping the elder would take the bait and let them help.

"No. They never do!" Bill confessed to the three. The answer seem to anger the lion, which Spider-Man noticed.

"Then why do you use them?!" He question/yelled back out of frustration.

"Because we would not want to hurt anyone." The bear answered back with somewhat pride in their beliefs.

"Then why don't you just let the Trolligs march into your village and take your Ro-bear berbil fruit?" He questioned back to him with a calmer tone.

"And behave like cowards?" The leader questioned the red haired creature with a hurt tone in his question.

"I don't get it!" He shouted back with balled fists.

"Meow. I don't know. Makes perfect sense to me." Snarf said to the two having the discussion. During this fight Spider-Man could see the fear in the berbils and didn't like it one bit.

"Look, your berbils are being overrun Ro-ber Bill." Lion-O announced at the leader as the teddies were losing ground - fast.

"Yes, they always are." Bill answered back, ashamed that his new friends were seeing this. Seeing that the leader was doing nothing only angered the head feline even more.

"And we're supposed to stand here and let it happen." He shouted back while placing his clawed hands on the shoulders of the elder.

"Nothing else much to do." He said back in defeat.

"I'll give it a shot." Spider-Man said to them and then made a big leap over the berbils. "Okay boys: its fangs versus webbing." He said and tried to fire, but nothing happened. 'Guess doing stunts, and stopping thugs cost me a mess of webbing back home.' He thought and added, 'Looks like I have to go old school.' He then used his strength and agility on them, but some of them got past him to terrorize the bears and that the lord of the Thundercats DID NOT tolerate.

"I can't stand it?!" He shouted, unsheathed his sword, and got into the fray himself. Just like with the spider the creatures were surprised by this new agile obstacle. The lion landed right beside Spider-Man, who had just pushed one of the thugs.

'Did his eyes just glow?' Peter thought when he saw the red haired man with the sword to his face. He watched as he pulled it away from his face and pointed it skyward.

"HO!" He shouted and to the wall-crawlers surprise the sword tripled in size. When it was finished Lion-O spun the sword in a counter clockwise fashion and then stood there with the tip pointed skyward. The troligs did not know what to do, but in an instant they forgot about Spider-Man and they focused on the new comer. The arachnid watched as they were bounced by an unknown force.

"A built in force field projector, nice." He said in a whisper. The dogs then ran away from the creature. After doing a few sword stances the sword shrank down and he sheathed it back into its holder.

"My, my, that certainly was exciting Lion-O. Wasn't it, Ro-bear Bell?" The head berbil exclaimed and the questioned to his female companion.

"Oh, yes." She answered in a high pitched, embarrassed fashion. The praised one, who had calmed down decided to ask a simple question.

"You're not angry with me butting in, Ro-bear Bill? I - I lost control." He questioned and apologized to the elder.

"Yes, but no one got hurt after all." The elder explained.

"Besides, it wasn't out of character - it was hero instinct." Spider said to him and added with hidden sorrow, "Believe me, I know."

"Thank you friend, and no, no one got hurt R-bear Bill." The lion said to the two of them. "Anyway the trolligs shouldn't be bothering you for a while." He said while looking over his shoulder to where the creatures fled.

"No, poor trolligs." The elder said to him. He had a feeling that the heroes would want an explanation, but waited.

"Hold on there, techno- teddy, I may need my ears cleaned, but…" The spider started and the Leo finished.

"You feel sorry for them?" He questioned before placing his left index finger to his chin. "Even if they keep raiding your village for your Ro-bear berbil fruit." He added, still not understanding their concern.

"Oh, they don't do that for themselves." the elder said with his left index finger pointed up. "Trolligs don't eat berbil fruit. They can't eat anything, but the leaves on the com-berry bushes." He added to them. He saw their confusion and decided to go into greater depths. "The mountain tops above their caves are covered with those bushes, but the giantors who live there won't let the trolligs eat them unless they bring them Ro-bear berbil fruit, and now the trolligs must return empty handed." On that mountain were both sets of creatures talking.

"Please, give us some food. I know we don't have the fruit, but please." The leader said in his native tongue to the leader; who had his hand stretched out. After hearing that the leader stood up, grabbed the tree, ripped it from the roots and threw it down the mountain.

"Oh, the giantors will be furious." Bill said, completing his statement. That explanation angered the arachnid even further.

'Sounds sort of like a standard protection racket: protection from being ruled by hunger.' Peter thought in anger. As they all were looking in the same direction that the dogs left from a bright light came from the sword along with a strange noise. Lion-O unsheathed it which freighted the teddies.

"Don't be afraid, not of the sword, anyway. It's a warning." The red mane man said to them before placing it to his face which made the slinger wondered if he was alright for a second. "Sword of Omens, give me sight beyond sight." He commanded which made the hilt curl around his eyes and an eye in the hilt light up. "Whoo! Those things just have to be the giantors." He said after seeing a small group of orange clothed men walking forward. "I could probably handle them myself." He boasted to the lot behind him, one in particular was doing something with a pair of wristbands, but that comment did alarm his old friend.

"Snarf! Snarf! Lion-O, no. Please, call the other Thundercats." The red scaled one said while balancing himself on his tail; before losing his balance and fell over.

"Oh, well, all right, Snarf. Just to please you." The head hero said looking at the path and then to the creature.

"Others?" Spider question the little one.

"You'll see." Snarf said back. Parker looked at Lion-O who had taken a few steps away from them.

"THUNDER, THUNDER, THUNDER, THUNDERCATS HO!" He shouted while waving the sword. When it was at full length again a cat symbol, which replaced the eye, shot a symbol into the sky. The caused great awe in all, including Spider-Man.

"A signal device too. Man, is there anything this thing DOES NOT have." Peter said, but unknown to him was that symbol was a signal for the others to come to them.

"Look, the Thundercat signal." A young voice in the clearing said to the others when he looked up. When the signal was in the sky the same simple on their bodies glowed red and their eyes a bright yellow.

"Lion-O needs us." The blonde one added.

"Let's go, Thundercats." The scrounger said after looking away from the building plans. By now the giantors were within striking distance which made the shortest of the three nervous.

"Snarf. Snarf. Do you suppose the Thundercats didn't see the signal, Lion-O." He questioned as he looked at the swords-cat.

"Can't worry about that now." He answered back and just like that the spider and the cat were flung into the fray: dodging the enemies spiked clubs. The two of them had to use agility, but at some point the two were separated. Parker saw the sword wielder on his back with a club coming at him.

'Good thing I refueled.' He thought and stuck out his arm, ready to fire a line, but he saw a blue and red bolo whip beat him to it. Spider saw the owner was another cat who tugged on the line causing the creature to fall down, and when he looked past the tiger creature he saw others. The tall female, who had a Bo-staff, got it out, dodged the attack, and knocked him down with her weapon.

'Time for the old tag-team trick.' The male of the little ones thought as his sister got on his shoulders. Spider saw the two of them stand like that as one of the giantors tried to attack, but they were able to dodge by the one on top performing a flip to avoid getting hit. The girl then got off his shoulders when another one tried his luck, but he ended up tripping on his own feet after the boy dropped some marbles.

'Not bad.' Peter thought before dodging a club and gave the thug an uppercut causing the giant's butt to meet the ground. After the arachnid landed he saw that the gray one had an opponent too. The warrior had a pair of nunchucks stretched out one side in each hand. He then flipped them around to where one half was under his right armpit and the other one was in his right hand.

'This should be good.' The chuck user thought with a smug look. He took a step forward and stuck out his left palm at the creature; sort of telling him 'bring it on'. The giantor was a bit fearful, but it still went through with his attack. The panther dodged the attack and went for a kick, but stopped right before he hit the creatures face. 'Gothca.' The spiky armored man thought after leaving himself like that. He didn't complete his attack because he saw the tiger in position to give him a hand. The tiger got the arm of the panthers attacker and forced him down.

"Got to admit they are good." He whispered, but saw that there were a few getting up after being humiliated by some felines. 'Least I could do is add to the funny.' He thought and did so by cocooning the ones that were standing up with his webbing. As the others stalled them, Lion-O decided use the same trick as before with the trolligs: create another shield.

'Let's see if they are as much cowards as the trolligs.' He thought and advanced to them. He immediately saw the fear in the eyes and their trembling bodies, but he decided to make an incentive just to make sure. "HO!" He shouted at them which caused them to flee in complete terror, and some to hop thanks to the webbing. When they were gone he deactivated the shield and put his sword away.

"That's it Thundercats." The stripped one said to the group.

"Right, they've had it." The panther added. The group then heard some commotion behind them. The team leader decided to give them a heads up about the creatures.

"Tygra, Cheetara, Panthro, Wilykat and kit, I've made some new friends. The Ro-bear berbils - this is their elder: Ro-bear Bill, and these are my people - the Thundercats." Lion-O said to all of them, but that still didn't explain the one with the blue and red outfit standing there.

"Yes, Lion-O that explains who they are, but who's the one with the suit?" The young male questioned the leader while pointing to the tall one.

"Okay, I'll tell you but you'll only get my name and favorite color, whiskers." The mystery man said to them. "My name's Spider-Man, favorite color red." He said to them and present his hand for the traditional handshake. The swordsman of the team took him up on the offer. The threat to Third Earth was watching this whole thing and didn't like it.

"The Thundercats have survived and now they have befriended the Ro-bear berbils along with that spider creature. It is bad to have the aid of that hero but with the berbils they will have an endless food supply. That cannot be allowed to happen. RAAAAH!" Mumm-Ra who was done resting, shouted before transforming himself into a black and red locust. He took flight, but he also multiplied several times over. While he flew off, the berbils were saying their goodbyes with the T-Cats.

"Thank you, and please thank your friends again, too." Bill said to the lord of the T-Cats. He was honored to aid the group of creatures, and he knew the others were as well.

"Their your friends too, Ro-ber Bill. Friends help each other." He said to the techno-bear. As they spoke one of the cats saw that Spider-Man was looking out in the distance.

'Wonder what he's thinking about?' The watcher thought while still watching him.

'That's weird, why is my spider sense going off, and why does it feel familiar.' Spider thought while detecting something wrong with his surroundings. That's when they all saw a big swarm of locusts coming at them. Several berbils tried to stop them with cloth and torches.

"Locusts, locusts: they'll wipe out our crops." The head bear said and was about to help its people, but was held up by the lion.

"Wait, Ro-ber Bill, I think there's something peculiar about that swarm." He informed before running on ahead. Spider was right beside him, but when the two were within stomping range something strange happened to the insects; they became one, big bug. "Uh, in fact I know there's something peculiar about it." He said after seeing that sight, stressing the word 'know'. The bug attacked the two jumped back before meeting its head, and then Lion-O jumped onto the back of the bug.

"A cat riding a bucking bug, and here I thought I did weird things." Spider-Man said as he watched the hero hold onto the bugs antennas.

"Up, bug." The lion commanded and added, "Up and away from here if you value your neck." Given the options the creature flew off with its passenger. The wall-crawler saw that, but turned to the others.

"Go about what you were doing before the cat signal, I got this." He told the rest of the Thundercats before firing a web-line to the tail of the insect and hung on for the ride. The cats followed his advise and went back to their sight, to continue making plans for their home. The two rode on the bug for a while it was not until they were over a volcano that his trouble radar went off. 'Spider sense, why.' He thought, but didn't want an answer.

"Now, that's bet-." The lion said to the bug but had to stop since the bug broke apart, causing both of them to fall into the explosive mountain. As the web-head found safety by sticking to the inside until he stopped, the lord kept on falling.

'Time to save him before…' Peter thought but stopped when his mind flashed images to the last person that was falling in that position. As he was lost in a memory the red haired man saw that his sword had fallen from its hilt.

"The sword it's…it's…The sword, Yes!" He said when he saw the sword spinning. While he saw the sword he also saw his mentor: Jaga appear.

"Call to it, Lion-O. Call and it will obey." The spirit said to the youth. He knew that his friend understood what he meant.

"Jaga, yes. Sword of Omens, come to my hand - I, Lion-O, command it." The swordsman said to it, and watched as it transformed while it fell. He continued to fall, but at the last second he was able to grab and levitate out of the volcano.

"I couldn't try that, again." Peter mutter in self-pity while sitting at the edge of the mountain. He then saw a shadow, and when he looked up he saw Lion-O with his sword. "What the heck?" He questioned and the used a classic move: slingshot himself to the ground. He got there a few moments after the lion landed. "That's some pretty fancy steel ya got there." Complimented the web-spinner when he got close enough.

"Yes, yes it is." He answered back while sheathing his sword and added, "Come to our campsite, Spider-Man." He did like the idea to talk to someone that didn't sound like an old radio. As the two were heading to camp by tree and by foot the two of them looked around for any sign of the bugs, but nothing. The insects have long since became one again, which was back at the pyramid.

"You must do better against the Thundercats next time, Mumm-ra." He said to himself while ending with an evil laugh while statues eyes went from red to black. "And you will. Time means nothing to Mumm-ra he said and closed the capsule again. The two of them saw the other five looking at some blueprints.

"Lion-O!" Cheetara exclaimed when she caught sight of one of the red clad men heading to them. The others saw them after she announced the leaders name.

"Well, what kept you two?" Tygra questioned the heroes wanting a straight answer. The arachnid and the cat looked at one another and then to the others, and it was the Leo that spoke.

"It's, uh, kind of a long story." He said to them, but that was an opening that Spider-Man could not say no to.

"Basically after leaving the bug we had a bungee-jumping contest into a volcano, but naturally I won." He said, which confused all including his travel companion. Before they could ask him, what he meant they all heard some commotion, but familiar commotion.

"Well, hello Ro-ber Bill." Lion-O said to the group of villagers before them.

"We are to welcome you Thundercats, we are happy to have you as neighbors." Bill said to the group of felines, but they all wondered if the elder was including the one in the spider pajamas.

"Well, I guess that makes it mutual." Panthro said to them with a happy expression on his face.

"Thank you for the feast, friends. You'll join us of coarse." Tygra added, also with a happy expression. The Wilys of the team nodded their heads to his suggestion. The group then got a table from the wreckage, set up the ware, and set up the food. While that was going on the elder saw their hand drawn plans.

"Your home?" R.B. Bill questioned while pointing at the plans. The cats all saw what he was referring to.

"Yes, well, it will be. We'll be building it right up there." The stripped one said and gestured at the mountain they were near. This information was surprising to the head berbil.

"You will build it. Just you few." Bill commented while pointing at the group of eight.

"Oh, it'll take us quite a while of course, but we'll…" The leader said to the elder in a calm tone, knowing that the bear meant no harm.

"Please." The leading berbil said and then gathered with the others. The huddled group of metal was obviously discussing if they should aid the cats or not. Peter knew that he didn't need a base.

'Even though I am running low on webbing.' He thought, after remembering the small amount on his belt. The cats and the spider watched and waited for an end to their talk, and soon they did so.

"We will help you build your home." The head-bear said to the travelers. Out of honor none of them could ask these peace lovers to help them.

"Well, thank you but we couldn't allow you to. It's much too great an undertaking for you." The bolo master said to them, trying to let them down easy, but had a feeling they weren't going to accept that as their answer.

"You said we are friends - friends help each other." Bill said back, using the statement they had used before the surprise locust attack.

"He, uh, has a point Tygra. I mean, doesn't he?" Lion-O said to the other Thundercat.

"He does indeed, Lion-O." Tygra said back while scratching the back of his head in embarrassment and added, "The Thundercats accept your kind offer Ro-ber Bill, with gratitude." The head lion and the head bear shook on their agreement.

'These guys are something else.' Peter said as he watched them all sit around at the table. When the berbils and the Thundercats were around they all saw that the only one NOT with them was Spider-Man who was just standing there.

"Come on, Spider-Man, join us at the table." Wilykit said to the loner, who looked at them for a moment.

"Not sure if I should, I mean I'm not a berbil or a Thundercat, so I guess I shouldn't sit down." He said to them in a solemn tone. They were a good team, and they didn't need the spidey-luck on them.

"You may not be a Thundercat, but you did help up against the gigantors, and after handling them you need food." The panther argued with him, and that is when his stomach growled.

'I hate you.' He thought to his stomach and added aloud, " Since you put it like that…scoot over Wilykit." He squeezed in between the girl and the Snarf, and gathered some food.

"A toast to the cat's lair." The R.B. Bill said after standing up with cup in hand.

"ROWRRR!" One of the other berbils added which made them all, including Peter, laugh about it. The slinger looked at the happy group, and could help but smile under the mask.

'Who ever that pyramid belongs to, they mean business, so maybe it's best that I stay with them and NOT find a way back home.' Peter though as an image of the dark pyramid appear in his mind. Soon though he let the light on the table and the happiness at the table drown that image.


	2. Chapter 2

Spider-Man is owned by Marvel

Thundercats is a Rankin/Bass product

Chapter 2:

The slaves of Castle Plun-Darr

It had been a month and a half since the Ro-Bear Berbils and the Thundercats started to work on Cat's Lair, and in that time a great deal of it was built the only thing that they were missing was some of the circuits along with some outer plating. In that time the younglings of this spliced together family were getting antsy about the lack of fun. "Come on Wilykit, let's check out the woods around the lair?" A young male questioned the female that was walking with him shoulder to shoulder.

"Sure. Maybe we can invite Spider-Man, too." The young girl said back as they approached the door that housed the man in question. When they got there the male half of the duo took a few paces back.

"I don't know, Wilykit. He kind of scares me." He said to her, but only received a confused look so he elaborated. "How he never really eats with us, how he finds someway to stay away from us when we try to talk to him." The child said and prayed that the other would see his point.

"Calm down, Wilykat, He probably does all of that because he's shy." She reasoned back before opening up the door. "Hey, Spider-Man, do you want to go tree jumping with Wilykat and me?" She questioned before seeing that he was whittling, but before she could question about it he stashed it under his pillow.

"You got it, but let's not race after all I think a spider could leap circles around a cat." He said to them while getting off of the bed. As soon as he got to the doorway he saw a competitive gleam in both of their eyes. When the other five were concentrating on their home the three of the left.

'Looks like they're going out for some exercise.' The taller female thought before getting back to work. Outside the three of them were happily leaping through the tree limbs near their metal home.

"Follow me, if you can, Wilykat?" The young girl said to the other cat creature as they were leaping about throwing a few acrobatic stunts as they went.

"If I can? Are you kidding, Wilykit?" The male questioned back after landing on a branch before pressing on. As they were going about their way Spider-Man chose higher branches to watch over them.

'These kids are good.' He thought as he viewed their antics. The two seemed to amaze the veterine with their laughter and antics in the trees. "These two sides seem to be in the middle of a war and they are treating it like a game." He muttered before watching something happen to his fellow man.

'Whoa! What the!' The cat thought in surprise when the U-shaped vine that he had held onto snapped causing him to miss the closest branch, but made a recovery by grabbing onto the branch right under that one.

'Okay, that was pretty funny.' The web-head thought and chuckled a little bit at the warrior in training's run of luck. The other did not hear the arachnid, but he did hear the girl who changed from a crouching pose to a lounging pose with both sets of limbs to either side of the tree limb above him.

"Alright. Alright. So, my foot slipped." He said before pulling himself up on top of the branch he was hanging on.

"Shh! Look." She said to the one down below, but instead of pointing she simply continued to gaze in one direction. He understood what she was getting at and looked in that direction as well.

'What's so interesting?' Their watcher thought before looking over and saw a heard or more of dark brown furred creatures carrying rocks. He then looked down to the younglings and saw that the female leapt down to be even with her fellow Thundarian.

"Who are they? And what are they doing?" The agile gal questioned as they didn't loose track of the seemingly unlimited line of creatures.

"You mean what are they? And where are they going?" The bouncing boy said back since he believed those words fit better than what she said.

'Maybe more of Sinister's pretties.' Peter thought while rubbing his chin in a traditional thought style. The trio watched as one of the creatures appeared to have tried to run, but tripped. In the clearing up ahead Spider saw three strange creatures: a reptile of sorts, a jackal, and an albino monkey.

"Move it. Get along there." The ape like humanoid said while spinning his mace in a threatening style.

"Faster, you lazy Brute-Men. On to Castle Plun-Darr." The canine humanoid commented back while arming a normal wooden club. The three heroes watched from their end of how the monkey slammed his mace near the down creature.

"The Mutants. And they've enslaved those poor creatures they call "Brute-Men"." Wilykit said after standing straight up with her eyes at the quivering creature.

"That's it! Their toast!" Spider shouted and leapt, but landed right in between the young ones. Thanks to their claws they did not fall once he landed. They saw that his fists were balled and that he was about to leap again, but it was the youth to his right that stopped him.

"No, Spider-Man, don't." She said to him with her arms onto his own right arm. He turned and saw her fear and worry, obviously for his own safety, so he relaxed and continued to watch with caged rage.

"Yes, you are right, Spider-Man, they need to be stopped, but first we've got to find out what those devil's are up to. Come on." Wilykat said to the two of them before leaping ahead. With nothing else to say the others followed him. Once they were beside the path that the Brute-Men were on they stopped: Peter clinging to the side and the kitten couple on a tree branch.

"Oh, my goodness, you two, look." The pink and blue clad hero informed while pointing at an ominous tower a ways ahead of them.

"That must be the castle Plun-Darr they were just talking about." The dull orange and brown clad hero said to the others as he spotted what she was speaking of. The girl shivered out of fear as she gazed at the terrifying tower.

"I don't wanna be anywhere near a horrible-looking place like that." She said to them with fear evident in her tone. "We've got to get back and tell the other Thundercats about this place." She added as a means to justify her meaning for leaving. The third knew that it was the right call since he had a feeling that they may not be experienced enough for such a place.

"Careful." Her partner informed while stopping her from standing upright. "There's a Monkian right below us." He explained to her while pointing downward. The other two followed his finger and right at the base was the albino one sleeping.

'Too easy.' Peter thought since he was still angry over what he and his pals were doing. His thought changed when he heard the rest of the conversation on the other side of the tree.

"Hmm! Look who's telling whom to be care-Whoa!" The other said and stood up while saying that sentence, but stopped since she had unwillingly jarred a wild fruit that hung over her.

"Ow." The monkey shouted as he felt something hit his helmet. With a nod to one another the two of them were about to head out, but stopped to hear what the enemy had to say. "Hey, what's going on up there?" He questioned while standing up.

"Yikes, he sees us." The female squealed out of surprise. In truth the older man was trying to get over his sudden headache, but after looking up at a higher branch he saw the cause for his hurting head.

"So…" He started to say, but waited since he could feel his headache stop, at least for now. "…Thunderkittens, the pesky ones." He finished his comment before getting down to business.

"Beat it, Wilykit." One of the two males said before they started off.

"If you think you'll escape through the trees…" He said to them after a confident laugh, and then leapt up to finish his sentence, "…you've chosen the wrong route." As he chased the two the third of the team was well above them keeping an eye on things.

'Oh man, I just got a killer idea.' He thought while following them. As they were going Monkian was the only making noise, the traditional monkey noises, while the flying felines were simply leaping away in silence.

"Wilykat, he's gaining on us." The one taking point comment as the two of them were climbing upward.

"If you didn't keep looking back, you wouldn't know that. Keep going." The other said after climbing right up beside her. The two of them tried to speed up and away from the giggling gorilla, but after a few successful tree limb leaps they were cut off by their enemy.

"End of the road, Thunderkits." He said to the two as he spun his mace over his head. I only wish you were the full-sized ones." He said as he eagerly watched them back peddle from him. Unknown to him the third member stood on a tree branch behind him.

'Spider-Man?' Wilykit thought after catching sight of the hero. He simply nodded to her, and she took that as a sign to use one of his devices called a spidey-tracer. This model had two effects that the monkey was going to find out the hard way.

"Run, Kit. I'll hold this knuckle-dragger off." The male portion of the duo said after the two of them stood up and leaned to the tree trunk behind them.

"No. We'll face him - together." She said back before the two of them were looking for a way out.

"You couldn't out race me in the trees anyway. Thanks for saving me the trouble in chasing you." He said to the two of them as he inched closer and closer at them.

'Now's the time.' The arachnid thought before swinging over to the monkey, but instead of trying to kick him he instead hung right behind him. "Why mess with them when Cheetara's standing right behind you, and man does she look mad." He said to the man's ear before retracting his line.

"Me, Monkian, fears no woman." He shouted and turned, but saw no one. The two younglings look up at him, but he signed for them to stay put.

"Sorry about that. It isn't their speed factor that was behind you, but I think their brainiac is ready to fling fireballs to your left." Spider said again, and hid again. The result was the same: no one there.

"Who ever is doing this stop it. I'm going to swat this kits out of my trees." The monkey said back and focused on the two, but the web-head was far from done.

"Suit yourself, big ape, but Panthro has dabbled into inviso-tech, that even makes all of his attacks invisible.

"Really?" He questioned in worry.

"That's right. Quick over to your right, hurry." The web-spinner said to him before hiding a third time and watched as the white furred wonder only attacked tree branches.

"That's the last time I listened to a strange voice, and even if they were hear I wouldn't care because I fear no Thundercat." Monkian shouted back, and as soon as he said that the informant pulled a small device from his belt and activate the camoflauge spidey tracer, and spoke into his device.

"Not even me, Monkian." The voice said and it was a voice the enemy knew all too well. The being standing before him was Lion-O.

"Esspessially not you, young one." He said not knowing that his informant had landed behind him ready to make his own move, but he still needed a little help.

"To make things easier on you Monkian, I'll let you attack first." The lion said and then just stood there.

"You'll regret that offer, cub." The other said and was about to, but when he threw it back to give a straight forward throw he could not seem to throw it forward.

"I think you should look behind you, Monkian, to find out why you can't hit me." The big cat informed before standing there again. He did so and saw that his mace was being held by a new guy's own hand.

"I don't know who you are, but give me back my weapon." The outraged oranutang shouted to the humanoid. The other saw that there was still some slack between them so he decided to egg him on.

"Not gonna happen." He said back and just stood there.

"Then prepare to be crushed." The other said and tried to pull his weapon free from the other's grasp. The two, who stayed there and watched the whole thing(trying not to laugh) saw that their friend seemed to be struggling, but they knew better.

"He sure knows how to make things funnier." The boy said to his female friend.

"Yeah, but I wonder why?" She questioned back after recalling how earlier he wanted to clobber Monkian and his friends, but now he seemed to be joking with him. Back in the fray the arachnid decided that this was enough messing around.

"Okay, you win.' He told him and released his adhesive hold on the ball causing it to slam into the wielder's face. The grunt of evil fell onto his back after the collision. "Now, we run." He said to them which by then the two followed his advice, and left the fourth laying there.

"What happened?" The monkey said after coming two and remember the whole thing. "You won't get away." He said and took a swing at the female, but then turned to the male. He took down three branches with his weapon before following.

'Oh, great, I'm out of trees.' Kat muttered as he came to a branch that over looked another clearing. He tried to double back but was cut off by the quick to recovery quarry. Kit who followed the spider saw that her teammate was in danger, and it was then that he saw her grab a capsule from her belt before leaping to a different branch.

"Monkian." She said to get the attacker's attention - which it did.

"Impatient, little one?" He said to her after turning to face her. "Your turn will come." He said while pointing at the feline in question.

"I'm taking my turn now." She informed him after standing up from her crouching pose, and then threw the capsule at the enemy's feet. The capsule was that of a butter slick causing him to slip and slid in place.

"You've got a pretty good aerial act, monkey-brain." Wilykit said to him while watching him move as she leaned against the tree she was on. The teammate at the end of the branch watched this for a moment and knew that he was okay, so he decided to leave.

"But it would be even better if you had claws." Kat said as he walked around the monkey, and over to his friends, but not before tapping their enemy on the shoulder. This caused the man to finally loose his balance and end up falling down the tall tree.

"Wh-whoa!" The white furred one shouted on his way down. The two younglings decided to make light over the fourth one's problem.

"Monkians sure know how to fall, don't they?" The female questioned after a short laugh at the simian's expense. The male half of the duo decided to add to her comment.

"Uh-huh, but I bet they could use a bit of practive landing though." The agile cat said, but surprising to them was the fact that their new friend fired two web-lines, one from each wrist which made a net around the ape before he could hit the ground.

"You're right, he does need help, but a safety net will have to do." The web-slinger said to them before turning back to his temporary home. "Now, let's head back." He said to the two of them before leaping back to where cat's lair was. On their way back both cats didn't know what to make of their friend since he rescued their enemy without a second thought after getting angry at them and then joking with them.

"So, why'd you save Monkian, Spider-Man?" The young woman question on their way back. He knew that they would ask that, and he could see their concerns for what he had done a ways back.

"Let's just say that I'm not too big on pain; even if it's to the enemy." He said to them in a serious fashion since that was the truth. The two of them decided to accept that, but the other wanted to ask a simple question.

"I wonder how Lion-O got there so fast?" Wilykay questioned since that part still bothered him. Peter chuckled after hearing the question, but sadly his laughter could be heard by the other guy in the immediate group. "What's so funny?" He questioned with slight anger.

"Relax. I'm chuclking because you didn't realize that Wilykit here user her spidey-tracer in a distracting sense." He said to the guy to his left. There was a confused look so he went further, "I gave you all a spidey-tracer, call it insurance, and each of the ones you guys have contain one random hologram. My guess is Kit put it on the branch when I was joking with that ape." This caused the other to nod in an understanding way.

"And don't worry Spider-Man. I picked it up before we left that branch." She said back sine he might have been worried about that one piece of information. While they were making their way back two of the others were impressed over what was happening around them

"It works, Tygra." The speed hero said as the head of their lair began to turn left and right.

"It certainly does, Cheetara." The stripped one said back as he too was in the head as it turned. "We'll be able to see for miles around…" He explained to her while looking through a window before finishing with, "once Panthro gets the telescopic equipment in." She picked up an item from the floor before advancing to her friend.

"I wouldn't have believed the Ro-Bear Berbils could have followed your plans so closely." She admitted while heading to the brains of their team, and set the item to the left of the window.

"They're just as clever as they are gentle." He said back as he watched her; explaining what he thought of their new friends. "We have much to thank the Ro-Bear Berbils for." He informed her as she decided to look out the same window as he. "Without their offer to help, we'd still be working on the foundation." He said in a semi-funny tone since he knew that for a while the spider did help them out. The speed warrior looked beyond the moat and saw three familiar faces.

"Tygra, look. Spider-Man, Wilykat and Kit are back. And they look agitated." She informed the other causing him to look in that direction as well. She was certain of her statement involving the duo, but she was not sure of the third one's emotion due to the mask, so she could only guess.

"Yes. We'd better go see if something's wrong." The stripped one said to his speedy friend before running down to meet the three. The three ran on the still outstretched drawbridge were able to get to the only Thundercat outside.

"We'll handle this part, Spider-Man." The male of the duo said and with that the two of them tried to tell the mechanic over what they had seen - mostly about the Brute-Men and the Mutants; not about their friend's multiple attitudes.

"And- These- These creatures-." Wilykat said to Panthro, trying to put the creatures, and the building that they had seen into words. Peter knew that he was trying, but that stuttering was getting them nowhere; thankfully the older man in question stopped the young one.

"Easy, now. Easy." The spike armored one said as he knelt down and placed his left hand onto the boy's right shoulder, and his right hand on the girl's left shoulder. "Here's Tygra and Cheetara they'll want to hear about it too." He added after catching a glimpse of his friends through the corner of his eye.

'Wow. Impressive.' Parker thought since he knew that he saw their shapes through one of the empty sockets on their way back. When the two were close enough Wilykat ran over to the older male after he knew what he was going to say.

"Tygra. Tygra. The Mutants are building a scary place called Castle Plun-Darr." The little one commented once he was close enough. "They're forcing these creatures called Brute-Men to work on it, and-." He added before stuttering since he did not know anything after that.

"Brute-Men?" The stratagist questioned since he was not familiar with such a name.

"I don't know if I can describe them. They look as if they were created out of leftover parts." The female said to the brains of the team since that was as close to describing them.

'Leftover parts, that's good, but there's got to be someone better.' Peter thought as he recalled all of his friends, and for some reason he was thinking of Deadpool even though he knows that X only told him that they were going to cure his cancer and nothing more. 'Hmm?' He questioned when he saw that one of the Ro-Bear Berbils were heading over to the female informant.

'Maybe this will help.' The native thought while tapping her on the elbow. Once hers, and everyone else's, attention was on him the creature demonstrated over what she meant by loosing his neck, slouching a bit as he walked, and put his hands in the form of a muzzle of sorts.

'The guy's good.' He thought since that was roughly what the creature was like.

"Yes, that's what they're like, only much bigger." Wilykit said to the demonstrator, so that the others would know what they were to look for. After that was done the Ro-Bear put himself back to normal, and then started to tap on his head to symbolize another little fact.

"But not much upstairs, eh?" The speed factor questioned, not meaning anything by it. She was grateful did not take offence to her comment, and received a nod to her question.

"They've enslaved them." Tygra said aloud after grasping what was said around him. The web-slinger saw that the feline seemed mad after find that little fact out since the tranquil glow in his eyes was replaced by anger.

"Who did what, Tygra?" Lion-O, who was helping the construction to the left cat's paw, came over to see why everyone was just standing around. Snarf, who was supervising his friend came along to see what all the fuss was about.

"The Mutants, Lion-O." The whip wielding warrior began to say to get his attention before adding, "Apparently they've made slaves of a simple tribe of creatures called Brute-Men." He knew that this was not going to go over very well with their leader, but he could not sugar coat this kind of news.

'I know what they will all want to do.' The engieneer thought while making his way to their main source of transportation. "I've been dying to give the Thundertank a real workout…" Panthro said aloud after sitting at the driver's seat and patting the chasie of his machine. "…and there's just never going to be a better reason for a trial run." He finished while turning on his machine.

"Let's go, Thundercats." The red maned man cheered to the others after the back doors opened up revealing a retractable triple cannon. Once he said that the speed factor went with him.

"You two stand guard here." Tygra said to the two younglings before heading over to the vehicle. Peter looked at the machine and then at the two left behinds: one part of him did not like how these two were being left out of the action, but the other part of him knew that it had to be done; it was then he gave the others something to laugh about.

"I promise you two I'll pick up a T-shirt that says - I went to Castle Plun-Darr and all I got was this lousy T-shirt." He saw that despite their confused faces they were still smiling over his little joke. "But right now. I'm late for my ride." He informed before leaping toward the tank before it could get too far.

'Okay, he's good.' The driver thought as he, and the others saw what he had done, but then added, 'But did he have to be a spider. YEACH!' With that thought past they continued their way to the castle. Back at the castle Monkian was telling his friends how he let two Thunderians and one mystery man escape.

"You let them escape?" Jackalman questioned in anger after he and Slythe cut down the primate. He rubbed his rump since his friends did not cushion his fall in any way.

"They only got lucky because of that strange guy in red, that's all." The monkey said to the others; trying to justify why he lost to those three. The comment that he said got their leader's attention.

'Guy in red, huh?' The reptile thought since he recalled that Mumm-Ra, their ruler had tried to tip the balance in their favor, but something (not his fault as far as he knew) went wrong. 'So, I will soon see the man the great Mumm-Ra tried to rally to our side.' He thought before going back to the present. "The kittens will bring the cats. The Thundercats, yes?" He said to the others and then the canine had to put his two cents in.

"The slaves haven't dug the phosphor moat yet, the lazy blobs." Jackalman said as he walked closer to his leader as a way of making his point. "We're still vulnerable until it's completed." He added after rounding the leader from behind and ended by glaring at their base.

"Have the Brute-Men erect a barricade, fast." The limb based serpent stated since he knew that would stall them for getting closer to their base. It took four great hours for the docile creatures to do as their task masters expected of them - creating a stone wall with the surrounding boulders, and a wooden barrier before that.

"Faster! Get moving!" The canine commanded to them as he and the ape man did nothing but bark orders at them.

"No laying back there." Monkian shouted to one that was doing just that right beside him. "Lift, you worthless hulk." He added to the quivering creature not knowing that a creature with that name would have flattened him for such an order.

"That's enough." The green skinned man said after seeing the defense around them. "Lock up the slaves and set the ambush." He ordered and knew that the four on foot warriors would have to leap over the stone wall one at a time.

'WE have to do something.' The natives thought the same thought, but because of their gentle nature none of them knew how to act against them, so they headed to the castle, and entered their rooms. The tank on the other hand just made it to the blockade, and one was not really impressed.

"Maybe we could…" Peter was about to say something; not knowing of the smile between the two in the front seats. With the push of a lever the left paw rose, and the mouth of the vehicle opened, the paw retracted with a log, from the defense wall, and bit down on it. "Nevermind." He corrected himself as he sat at the edge of their ride, and watched the show continue.

'Time to give this a try.' Tygra thought once they were through the wooden barrier, and walked behind the triple cannons. Once there he aimed and fired a powerful blue beam at the stone wall before them.

"I'd say the Thundertank is passing it's trial run with flying colors." The inventor said to the others after the wall was dealt with after only one shot. He then drove it forward, and once they had passed what was left of the second defense the leader stood up and looked around.

"I don't see anyone. No Mutants, no Brute-Men." He said while looking around with his own two eyes which caused their tagalong to speak in his usual style.

"Is it too much to hope that they had gone on a coffee break and had forgotten about us." He offered to the others, but his sentence only gave him strange looks from all four as an answer.

"I doubt that, Spider-Man, but you can bet that they're lying in wait for us nearby, though." Cheetara said to the four males around her.

"And as you look straight ahead you will see the very evil, and very spooky Castle Plun-Darr." Their red masked friend said as though he was directing a tour bus. Again they said nothing, but he was used to that.

"The Brute-Men are probably inside." The leading lion pointed out to them even though that he knew the others were already thinking the same thing. "I'm going to have a closer look." He added, showing that he wanted to do this on his own.

"Good. And while you do that…" Panthro began to speak as they were getting closer to the enemy lair, but was able to finish with, "…we'll move in from the sides and try to ferret out the survey Mutants." The group agreed to that and headed off: Panthro, Cheetara, and Tygra went to different spots of the surrounding landscape, while their leader was heading to the enemy base.

'Open?' Lion-O thought with an outward gasp as he saw the open, unprotected door before him. Thinking nothing of it he ran for it; not knowing of the wall-crawling shadow behind him.

'This is too easy.' Peter thought as he made it to the doorway, just like his swords-cat friend, but immediately leapt to the ceiling. 'This has got to be a trap.' He thought while looking around, but saw and detected nothing.

"The dungeons are probably below somewhere." Lion-O said to himself as he looked at his surroundings. After a few paces into the building he saw a door beside him. "Someone's there, beyond the door." He announced before going to said chunk of wood.

'Better follow him.' Parker thought before speed crawling over to where he was going. When the two got there they both noticed that the only defense that the door had was an old fashioned pad lock.

"Locked." The lord of the Thundercats pointed out before banging the hilt of his sword on the lock. After the third hit the lock fell and the door opened, and once it did the two of them were welcomed by an unholy sight - arms of the Brute-Men sticking out swaying in order to get some attention.

'Okay, I REALLY have to hurt them now.' Peter thought before following the other into the dungeon.

"Take it easy, fellas. Help is on the way." The swords-cat informed with his sword still in his right hand. The two went down to the first of many levels of cells and began to free them, but as they were doing that the others were distracting the Mutants.

"Someone's coming." The canine said after catching a whiff of someone while hiding out in a rocky terrain. "I smell Thundercats." He added as soon as he saw the taller female walk past him; unaware of his presence.

'This seems just the right place for an ambush.' The speed warrior thought before seeing something through the corner of her eye, and with a simple leap she avoided being clubbed. 'Knew it.' She thought after landing, and it was then she revealed her Bo-staff: ready to fight with it.

'I can take her no problem.' The enemy thought and charged with his own battle cry, but just as he did that she pole vaulted with her weapon and landed behind him.

'That was just sad.' She thought before using one thing the three of them did not have - speed which she demonstrated by leaping away from a steel ball. After that the cat used her speed to confuse him.

'Where did she go?' He thought after failing at another swing. To provoke her pray she tapped him on his armored left shoulder; he did not feel it, but he heard her claw tapping his armor. He tried and failed again.

'Maybe I should give him so advice.' The female fighter thought after getting some distance between them, but as soon as she was about to say something he interrupted her.

"This will slow you down." He taunted to her, hoping that she would buy into his bluff. He took a few steps closer since she was spinning her staff in place. 'This is only a trick.' He thought and charged straight ahead, but the sad thing was that the spinning staff, which moved away from him, acted as a saw and chopped the wooden club in half.

'You're trying too hard, Jackalman." She started to say to her foe, and added, "Just follow your…" That was as far as she could go since he charged straight at her with his bare hands. This ended with his face meeting stone, and it was then the female finished her comment, "nose." She then walked off since her opponent was down.

'I know I saw one of those filthy felines around here.' The albino ape thought as he was now armed with a shield along with his mace and was currently in thick brush looking for one of the heroes.

'Have to get to the young lord and Spider-Man.' The cat in question thought and then went through a plan that just came to mind. He dove into the brush, sped to him from behind and grabbed the monkey's mace.

'It's you.' The Mutant thought as he watched as the blue outfitted cat took his mace into both hand and broke it on his knee. 'I'll get you for that.' The white furred warrior thought and was about to do so before the other dove back into the grass, and knocked him over. "WHOA!" He shouted in alarm while falling.

"Care for another little spin, Monkian?" Tygra questioned after standing upright, and looking at his enemy. He was dazed but not out, and after a short moment the man in question rose to his feet.

"Anything I can see, I can hit." He explained after finding his shield. That said he launched a projectile from the monkey face on his shield, but the hero caught it and tossed it with his whip.

'I hope this will get more interesting.' The feline thought as he saw the momentarily surprised look on the fiend's face. Monkian tried seven more times - all with the same result: nothing. 'Time to end this since I don't really trust that spider.' The cat thought before throwing his whip at the shield, and pulled it away.

'This is bad.' The victim of the attack thought before fleeing the battlefield. 'Huh? That sort of worked before.' He thought after seeing a solution nearby - a tree. The stripped one followed him and saw what he was doing, but instead of attacking the monkey he instead broke the branch he just landed on with his traditional weapon.

"Ah, this isn't the time to branch out, Monkian." The stratigest said after the adversary fell down with the branch landing on top of him. He laughed at his own joke not knowing that the strength factor had just now engaged in his own fight.

"So, I face the great Panthro." The axe wielder said to the cat before him in a forest based terrain. "I am not impressed, panther." He said after twirling his weapon over his head as a way of intimidating him.

"You're no work of art yourself, you scaly reptile." The chucker said with his weapon dangling around his neck. "Let's see what you've got, Slithe." He challenged after taking his weapon from his neck and into his right hand with the red end under his right shoulder.

'I can do this.' The reptile thought as the circled one another. At that moment he tried a simple thrust with the arrowhead at the top of his axe.

'Simple enough to avoid.' The other thought before wrapping his nunchuck's chain around a tree branch that was right before him, and after swinging in a circle two times before releasing himself from the branch and landed in front of a base of another tree.

'Now I've got him.' The lizard thought while spinning his weapon four times before throwing it at the cat, but he dodged it and chopped the handle with his free hand. 'This is bad.' He thought and began to back away as the feline began to do some stunts with his weapon as he walked toward him.

"Had enough reptilian?" The hero of Thundera questioned even though he was just getting warmed up.

"I am unarmed, Thundercat." Slithe pointed out before adding, "Dare you face me the same way?" The creature knew that due to his size he was the stronger and obviously the better to win at this fight.

"I prefer it." He said before putting both halfs of his weapon, and placing them on his back. "We'll settle this hand to hand." He challenged with both palms extended toward the Mutant.

'One of us will have to make a move.' The servant of Mumm-Ra thought before throwing his tail at the cat before him. The attack was blocked by the builder's left arm, and the second thrust was beaten by the right arm. The lizard tried a third time, but this one was defied by a leaping back, landing on his hands, and then adjusting to his feet. 'I can't win like this.' The Mutant thought and ran off.

'Hey, where is he going?' Panthro thought before chasing after him. While all the fighting was going on Lion-O and Spider-Man were able to free them, and even though all of them had pad locks on them none of them held up to the cat's sword, and the spider's hands, since he ripped them from the cages, but there seemed to have been a problem.

"You're not prisoners now. You can leave this dungeon." The feline freedom fighter said to them after all of them were out of their cages.

"You heard him guys. Go out and smell the roses." Parker said and was about to use his sense of humor, but the whole group of creatures were starting to put a squeeze on their personal space.

"No. No. That way. The way out is over there." The lord said to them even though the both of them were starting to feel really uncomfortable. The natives were still coming at them even though the whole group were at a dead end.

"Guess the Mutants didn't give these guys the tour." The web-spinner said to the alien as a sense of easing the uncomfortable feeling between the two of them. Unknown to the two of them one Mutant was able to make it back to the castle.

"That devil Pantro is more than I bargained for. Slithe said with a loud his at the beginning once he had made it past the main doorway. The villain began to walk off, toward a familiar tunnel of his home. "Since I cannot defeat him physically. I must rely on my reptilian cunning." He said as he was walking, and it was then he discovered something. "The dungeon door, someone's unlocked it." He announced while going down to the door. "And the Brute-Men are loose." He added as he saw the brown furred men all gathered in one space. "How did-?" He questioned before coming up with a plan for them, but as he was thinking one other detected him.

'Someone's here.' Spider thought while looked around, but all he saw were the faces of the natives around him.

"But wait, I can turn this to my advantage." Slithe said with a hand on his chin: thinking that his idea will work. "A dose of warp gas will reverse the Brute-Men's natures…" He said while taking a small silver egg shaped device from his belt and then added, "…and turn these meek blobs into raving monsters." He then let the small canister roll into the chosen room, and as it did he stated, "That will stop even the great Panthro."

'Got to be a way past them without hurting them.' The web-spinner thought not noticing a strange smoke coming from the ground and making its way up. The smoke got to the docile creatures first: sharpenining their claws, and bulking up their muscles, making their quivering attitude into something darker.

'Must kill.' The group thought not knowing that the same thing that was happening to them was happening to their rescue party.

"Feel strange. Angry." Lion-O said as he was starting to feel the affects of the strange cloud around them as did the red and blue warrior beside him. The Brute-Men continued to come closer to them despite the strange way they were feeling.

'Those guys make us feel this way when ever they want to punish some one that would not follow orders.' One of them thought as they were trying their best to subdue to the humanoids before them.

"Get out of my way! Let me out of here!" The big cat shouted in anger while trying the break free. His friend on the other hand let out beastly roars and started to punch them down as he was making his way out, but as he did the confused hero was jumped from behind.

'At least we were able to do that much.' One of the buff Brute-Men thought before following the others and leaving a pair of unconscious heroes behind them.

"Slithe." Panthro who had chased his foe all the way to the entrance of Castle Plun-Darr. He stopped to look around but saw no one. "I'm coming for you." He promised while still looking around.

"I'm here, Thunderkitten, yes…" The reptile said to his opponent. "…and ready for you." He added while taking a few steps away from the door behind him, and as soon as he did the door opened revealing a whole heard of angry Brute-Men.

"Brute-Men. But these guys are supposed to be gentle." The technician said in confusion since they seemed anything but gentle to his eyes. "HEY." He shouted in alarm as they did to him as they did to the other two - dog pile him into submission. "I'm here to help you-." He managed to say as he surfaced for a split second before being buried again.

"What happened? Felt strange. Mean" Lion-O said after coming too and working on standing up, but before he got up right he added, "That gas." Since he knew that strange cloud was the culprit over his anger.

'Really hoping this guy didn't hear my beast noises.' Spider-Man thought since he feared that the sound he made was the Man-Spider just wanting an excuse to come out and fight. When the two of them stood up a noise began to sound off from the sword, which was placed in its shealth once the Brute-Men were released.

"A Thundercat in trouble." The leader said as he saw the shining sliver on his sword. "Sword of Omens, give me sight beyond sight." He said to his weapon before placing it on his face. Once it was there the edges of the hilt curled around his eyes.

'Wonder where I can get a sword like that.' The other thought to himself as he saw what it had just done.

"It's Panthro, and he's trying to hold off the gas-maddened Brute-Men." The swordsman said after seeing an image of just that before him. He took the sword away from his face and then just looked at it.

"That's good to know but will the Eye of Thundera of yours penetrate all of that stone?" The stranger questioned while gesturing with his thumb about the stone ceiling above them.

"We'll soon find out." He replied to the questioner after a deep breath. "Thunder, thunder, thunder. Thundercats, ho!" He chanted to make the sword now above his head grow, and then blast a signal straight through.

'Guess that answers my question.' The watcher thought as he watched as the beam tore through the solid stone as if it was air. Outside a sliver of red could be seen soaring through the building and then showing the signal at the tip of the castle. "Hey, big-cat, I found a new way out." Spider announced after seeing a different path in the dungeon.

"Then let's take it, Spider-Man." The leader said and ran down the path with his partner swinging behind him.

"Tygra, there's trouble." Cheetara commented to her traveling companion as they were making their way to the castle until she saw the signal in the sky.

"Yes. From inside the castle. Let's go Cheetara." The brains of the group said to her also seeing the signal, but had a guess of where it was coming from. With that known the two ran to their new location.

'Man, I don't know what to do. I have a feeling these guys are not acting normal, but how do I stop them without hurting them.' Panthro thought after getting out of the pile, but was back-peddling away from them as they slowly came up to him.

"Slithe, what's with the Brute-Men? Are they revolting?" The canine commando questioned as he and two others sat on their statue's right arm - watching what was going on in the main doorway. To him it seemed the Thundercat was showing the natives the way out while they did nothing to stop him.

"They are indeed, but not the way you mean." The scaly one said back to his fellow Mutant.

"What is it then?" Monkian questioned after a confused growl before adding, "What drove them berserk?" Since he did not tell them of his little surprise the warrior was not surprised that neither of them got what was going on until now:

"Warp gas." The leader said to them and added with, "By reversing the Brute-Men's nature…they were able to drive even the mighty Panthro back." The two were stunned over what their friend had done and by the fact that the swapped savages were pushing back one of the strongest of Thunderians. "The other Thundercats have been summoned. I will welcome their arrival as well. Yes?" He informed them and hinted that he believed this will work on the others.

'Who ever these guys hired to design that place needs to be fired.' Peter thought since they seemed to be near the entrance to the castle that they were just in, but he had to worry about that later since his…friend was in danger.

"Lion-O, Spider-Man, what's the trouble?" The cheetah questioned the two as they were unroute to go to Castle Plun-Darr. The four came to the same road and it was then the young lord answered her.

"It's Panthro. He's being attacked by the Brute-Men." The lion answered his speedy friend with his sword before them, ready to strike.

"But why?" Tygra questioned to the leader's left while Cheetara took to his right, and their wall-crawling chum brought up the rear.

"The Mutants have done something to them." Their leader explained since he and his partner experienced it as well, but they were able to get over it somehow.

"Looks like the tech-cat is doing everything possible not to hurt them." Spider said as he saw the fourth cat with his back to the wall and the Brute-Men's breath in his face.

"But if the Brute-Men are innocent, we can't fight them either." Cheetara pointed out was they were heading toward their friend. "What can we do?" She questioned to the others

'Oh, yeah. There is that.' Peter thought since the others were nice enough to tell them their values on life while they were building their home.

"I don't know, but we have to do something." The swordsman said back to her since he did not like seeing one of his friends in danger, and him unable to do anything to stop it. "Come on." He issued to the other three and picked up the pace a bit.

'Time for the ol` web net.' The arachnid thought and was about ready to try it until someone spoke.

"Wait, look…" Tygra said to them after stopping and then pointing at their friend before adding, "…maybe we won't have to do anything." His comrades followed his finger and saw what he was seeing.

"What made them switch off like that?" The cat in trouble questioned as he saw the creatures confused expressions. "Not that I'm complaining." He added as the group was walking away.

"What's with them? Why aren't the Brute-Men attacking" Jackalman questioned as he and the others, in a different hiding spot, saw them walking around in a daze instead of mauling their foes.

"The warp gas has warn off." The deciever said with a hiss since he knew that the toxin was only temporary.

"So, give them another belt." The ape suggested to the tosser since he liked the idea of letting the natives do the fighting for him.

"Yes." Sliths said in evil joy while grabbing another capsule and threw it at the group. As he was doing that the fifth person landed on the wall beside them, and decided to direct these meek monsters away from this place.

"For all that want to get away from creepy central please come with us." He said in a semi-serious tone, and then pointed over to his friends. The beasts nodded, so he leapt from the wall to the ground and was heading over to them. 'This seems almost too easy.' He thought but did not hear some sort of growling and snarling coming from behind him.

'Kill them. Kill them.' The slaves thought with red eyes and sharp claws all aimed at the five.

"So, that's it. Warp gas." Tygra said after seeing the capsule and the mist surrounding their new friends. Panthro, who was walking over to the brains and speed of the team turned and nodded after seeing the mist as well.

"I thought the Interstellar council ruled against warp gas." The mechanic said to them since to me even those guys would not have such a thing on hand.

"When did the Mutants ever go by the rules?" She questioned to the two to either side of her after a small laugh. The duo saw her point, but it was still a bad idea.

"Rules are only meaningful if people agree to follow them. Otherwise, they're just words." The tiger said to them and knew that was a true comment. The focus of the trio was cut short when they saw where the cloud was heading.

"Lion-O, Spider-Man, look out." The speed creature alerted them causing the both of them to see that the strange mist was heading right at them along with some battle crazy Brute-Men. "The warp gas is moving right at you." SHe told them in alarm since she did not wish to fight either of them.

"Oh, no, not again." The two said, but before the web-spinner could say something comical he saw that the swords-cat had his blade in front of his face.

'Whatever he's planning might be good.' Peter thought and leapt behind the man with a plan while praying that it was something good. He extended his arms to full length and then did the same motions when he wanted his shield. It was then the others saw him actually slicing at the mist itself.

"Look, the sword's force field is pushing the warp gas back." The speed creature said to the others and they all liked where the land based cloud was going.

"And look where it's headed." The panther said with a chuckle before he and the others saw it in action. "Breathe deeply, Slithe." He shouted with another laugh as the creature in question and two others were running away from the gas happy slaves.

"Slithe, do something." The canine said to his leader since he was already able to sniff the scent of the warp gas from where they were, and he didn't like it. "Make them go back." He added since it was his idea to use these creatures in the first place.

"Hold your breath." The scared witless spider-monkey said to them before doing just that.

"Hey! He stole my idea." The masked man shouted before getting strange looks from the others. He ignored them and continued to watch the performance before them.

"Run! Run and hide!" The scale belly shouted to them. It was then the three of them forced themselves out of in between one of the statue's fingers, and into their front gate. Once inside the statue rose its head and folded its wings as a means to keep others away.

"Their evil ploy backfired on them." Cheetara said with a laugh after seeing their foes flee into their base. The others couldn't help but laugh at the Mutants problem too.

"Yeah, their warp gas turned the meek Brute-Men vicious…and made the Mutants meek." Panthro said after his laughing spell. The tiger enjoyed the laugh, but quickly grew serious since he knew that the effects were not indefinite.

"Not for long, I'm afraid." Tygra said to the other two as he watched the slightly confused, but still intoxicated Brute-Men before them.

"No. No such luck." The inventor said even though that if it was permanent to at least Mutants the cats could actually let the guard down, but he too knew that its effects were limited by all species.

"Oh, no. Lion-O. Spider-Man." The speedy scout shouted as she, and the others, turned from the fortress and headed right at the two in question. The two stood in front of the heard ready for combat. "Get back, you two." She shouted before running over to the two, but to her dismay the lord leapt on top of a small square stone, and their unknown friend stood in front of him.

'This could be very bad.' Parker thought as he just stood there with his feet sticking firmly on the ground. The three got over there, and the one that tried to talk their leader out of it was the stripped one.

"These poor creatures can't help what they're doing, Lion-O. You mustn't fight them. " Tygra said to him after getting on the stone with him, and tried to pull him away at the same time.

"What he said Spider. You can't fight them." Panthro said while keeping a good distance away from the hero in question.

"I won't fight them. But the Lord of the Thundercats can't run." The young swordsman said back after pulling his arm free.

"I'm not planning on fighting them either. I may not be a lord, but I have my reasons for not shying away from a fight." The red and blue outfitted one said to them while just standing there.

"Listen you two, pride can be a good thing…" Cheetara said to the two of them, but paused for a moment to watch as the mesmerized man servants were still coming; she was able to continue with, "…but pride carried too far is foolishness." The both of them heard her, but still just held their ground.

'Kill. Kill. Kill.' The natives thought as the warp gas still poisoned their minds as they walked to the five that were trying to save them. One of them reared back his newly found clawed hand and then jutted toward the one with the mask causing the others to stare in alarm, but right when the tip of his claws touched his mask the hand stopped.

'Wonder if these guys have any extra underwear for me to borrow.' The masked man thought to himself since the attack even freaked him out. The other four saw the attacker retract his arm, and that they all were looking around in confusion.

"They've stopped." Cheetara said in a calm voice since the attack did worry her for the web-slingers safety.

"The warp gas has worn off just in time." Panthro stated as he watched the arachnid's attacker walk back to the others. They all liked to see this in the natives: peaceful creatures that do not wish harm in any way, shape, or form.

"The Brute-Men are their normal, docile selves again." Tygra said as he and the others kept watching the confused creatures. "Go, gentle Brute-Men. Return to your simple lives and peaceful ways." The tiger said to them, but that did not seem to answer their confusion.

"Hey guys…" Parker said while taking a few steps to them before adding, "Let me sum up what my friend just said: you're free." As soon as that particular 'F' word came out of his mouth the Brute-Men's eyes sparkled out of happiness and joy.

"FREE!" The whole group cheered to one another before leaving as a group - out and away from Castle Plun-Darr and back to their families.

'I guess that's one way of saying it.' The smart one thought as he boarded the Thundertank; all but Spider-Man who had decided to go back by tree branches. When he ran out of tree the hero of the city that never sleeps landed on their tank for the rest of the way.

"Look, I know I promised you two T-shirts when ever I went to the castle, but it turns out all they had were Castle Plun-Darr snow globes." He said to the young ones who greeted them when they got back. The two of them knew what both items were and despite it being a serious situation the two young cats still found themselves laughing at what he said.

"Anyway, how was that adventure, Lion-O?" Snarf, the lizard cat of the team, questioned while laying on a chunk of stone that was to me used as the armor of their home. With that they got comfortable and then talked about their day.

"Well, the Brute-Men seemed to understand the word 'free' didn't they?" The leader questioned while sitting on the stone in front of his friend as he, and the others told the three left behinds what went on.

"Everyone does, Lion-O." Tygra said to his friend while leaning on their vehicle before adding, "Even those who would deprive others of their freedom." The spider, who was sitting on his heels while sticking to the inside of the metal cat's paw thought the comment was very insightful.

"And then the Brute-Men just turned and walked away…without so much as a thanks." The lion said to the twins before him which got the other four questioning what he was getting at.

"Is that why you fought to free them, Lion-O, for thanks?" Tygra questioned since he knew that was a factor unbecoming of a Lord of the Thundercats.

"You wasted your time, then…" The technician said and shook his head before adding, "…didn't you?" The question caused the one on the spot to jump off of his sitting position and try to set things right.

"I did not. I did it because-Because." He countered and then stalled when he felt fourteen eyes looking at him; wanting him to finish his sentence. "Because it was the right thing to do." He finished saying to them after a sigh.

'Good answer. Good answer. Maybe staying here won't be so bad.' Peter thought before hearing the non fighter speak.

"Snarf. Nobody bother's to mention that he was just following old Snarf's example. Oh no." The red scaled one said to them while still lying down. The group then decided to get back to working on their home up and running as soon as possible.


	3. Chapter 3

Spider-Man is owned by Marvel

Thundercats are a Rankin/Bass product

Chapter 3

Pumm-Ra

'There. Finished.' Peter thought as he was done with his little wooden item. He looked at it, and was grateful that his big brain could help him paint of sorts. "Just wonder what I should do with it." He muttered while twisting it this way and that in his hand not knowing that his toy will be more than he realizes.

"Zero to 105, clear." Panthro said as he and Tygra were scanning their new home with their operational head piece to their home.

"Copy, continue scan." The tiger said back to him while viewing the information on his monitor. The builder continued on his end.

"This is working pretty well for a test run, Tygra." The surveyor stated while keeping his eyes on the large monitor before him. The other on a smaller screen heard, and had to admit that he was right about that. "Scan for 105 to 130." He said as he got back to work before finishing with, "Negative activity."

"Quiet today." The other cat said as he recorded that piece of news into their records.

"130, 140. Negative." Pantro said, hearing his friend but decided to focus on the task at hand - scanning the area one section at a time. "150. Holding 150." He said and stalled on the latest section due to a, "Seismic registration. Please check." He stated after detecting something in that section.

"Yes, there is some activity in sector nine." Tygra said while getting out of his chair as he looked at the scanner before him.

"Rescanning." The inventor said as he magnifying the image that was on the screen at the moment.

"Try the enlarger you built." The big brain said after remembering of that little addition his friend has made to their scanning equipment.

"Good idea." Panthro said before pressing three switches, and added, "Seems to be smoke or something coming out of volcano seven at 155." They both saw the said event happening before them. They both knew that this natural, or unnatural, situation needed further study.

"Maybe we should get a closer look." The stripped one stated since he had a feeling a closer look may be more useful.

"Okay. This is as tight as I can get." The other said and pressed one button. Once he did the duo saw the base of said rock, but that was not all they saw. "Hey, look what we've found." He said as he saw a stream of dust go past the screen. The figure they saw was the speed factor of their team.

"Cheetara, out for her morning jog." Tygra stated to his friend before glancing at the scanner, which even picked up how fast she was going. "I clock her at about 30 seconds to the mile." He said after glancing at the screen to his right, and added, "Incredible." That aside the strength of the team thought it best to deal with their problem.

"I think we should have a closer look at that volcano." Panthro said to his friend while deactivating the scanning equipment. The other, along with the rest of his team, knew that when he said something like that it was mostly an excuse to drive his tank around.

"You driving?" The tiger questioned out of politeness even though he really wanted to try it himself.

"Thundertank is ready to roll. Let's go." He informed before the two of them left the observation deck and headed for their garage. As they left something…went wrong on their female friend's run.

'Feeling…sleepy. Can…can't stay…awa-.' She thought but failed to finish due to something in the air that caused her to collapse on the ground in a helpless heap. Not too far off was the ape and canine of the trio with a stretcher in hand.

'This would be a perfect time to end her if Mumm-Ra didn't need her.' The duo thought while placing her on the stretcher and headed out. A few moments later the tank arrived on the scene, but the people inside were unaware of the events that happened earlier.

"Looks quiet now, but we'd take a closer look." The driver said as the vehicle made it to the base of the mountain. The front seat passenger looked left, right, and on the screen, but did not see what he was looking for.

"Don't see Cheetara around." Tygra said to his friend in a concerned tone. The other looked into the screen and saw the same thing: no speed creature in sight. "Guess she finished her run." He said, trying to calm his own nerves since that was not her style she would usually tell one of theirs that was on the field…even Spider-Man.

"Let's go." The volcano searcher stated before putting his ride back in gear and headed up the mountain. In no time at all the tank got up to the mouth of the volcano where there just seemed to be standard smoke coming out of it. "Looks quiet enough." He informed once they were at the top. "Guess we could head back." He added a few moments later.

'I suppose so.' Tygra thought while thinking of what could have happened to his friend, and what was the mystery behind Spider-Man.

"I told Lion-O that he could have the tank this afternoon." Panthro said, trying to distract his worried thought about his teammate. This gave the head of the council even more to think about.

"Can he drive it?" The stripped cat questioned with no offense to their leader.

"He took to it like a fish to water." The driver said, and used that phrase due to his growling stomach. With no danger in the area, as far as they could see, they took the Thundertank back to their base. Through one of the windows a white eyed mask watched as they pulled in with their leader, the twins, and Snarf waiting for them

'Something's not right today.' He thought and for a mysterious reason thought of the speed creature. He dismissed his worry and went back to making more cartridges. As he did that a conversation was taking place outside.

"Come on, Lion-O. You promised us a ride." Wilykit said almost in a whinny voice as the two were heading toward the Thundertank. She had been looking forward to it since he made the promise one week ago.

"Well, we've got to wait for Cheetara." The big cat said to them since he wanted her to come along since he believed that he was going to need all the eyes he could get to keep the twins in line. "She said she'd be here. Funny, she's never been late before." He explained to them while rubbing his chin and recalled over all the training drills and meeting that he could think of and she was the first one there.

"Cheetara, late? That's like the sun forgetting to set." Panthro said to them after coming back from some stretches due to the distances between the base and the volcano. The leader knew that the mechanic was right, so he came up with a brand new plan.

"We'll give her another five minutes." He said to them not knowing that their guest heard him, and didn't like it.

'Remember, you don't know the lay of the land, so I would probably get lost long before rescuing her.' He thought and then added, 'Besides these thugs aren't exactly the sharpest tools in the shed so either she'll come home on her own or they'll have a plan that involves her.' He then went back to work while glancing at his wooden toy.

"Did you get her? Yes?" The reptile of the trio questioned as his two friends came back to their base with nothing in hand. The duo sat down at their makeshift meeting table, and told him the truth.

"Yes, of course we got her." The albino furred one said in a 'how could you ever doubt' sort of tone.

"She's there now." Jackalman added while thinking, 'Why not just be done with one of them here and now.' He decided not to voice that statement and stayed true to their assignment.

"I hope this works." Slythe said to his comrades before adding, "Those cats are clever, and I don't trust Mumm-Ra." The others knew and understood both parts, but neither were prepared for what he said next. "But it is a good plan…" He said while thinking it over before adding, "…so we'll wait and see. Yes?" That was when they could tell that he was in it only for the plan.

"Yes." They said back at him. At the Pyramid the cat had been laid at an alter of sorts thanks to the mutants.

"So the cheetah has been trapped. 'Cheetara' they call you. 'The quick'. We were not so quck this time, were we?" The cloaked man said and questioned to the slumbering one before him, and ended with an evil cackle. "Fear not, fast one. You shall be back among your friends this very night." He informed while adding, "And you will remember none of this." He walked over to another side of the rectangle and continued with, "Sleep and dream peaceful dreams…while Mumm-Ra calls upon all of his strength…to leave this pyramid in a new form he has never tried before." He said while rounding back to his starting spot. "BEHOLD! Spirits of evil…transform this ancient body…to Mumm-Ra the Ever Living!" He shouted before transforming into his more powerful form.

'I hope that we're not making a mistake.' The totems thought as they gave the mummy the needed power for his plan to work.

"And now from Mumm-Ra the ever living…" The man in question said while cloaking himself with his cap, and finished with, "…to Pumm-Ra, the puma of Thundera." As he said that the transformation of a humanoid puma took place. "Pumm-Ra!" He shouted before transporting them both to the volcano's peak.

"Drink this. You'll feel better." The new cat said in a calmer tone as he held his damsel with his left arm, and slowly poured water from a bowl with his right. In a moment she awoke after drinking the water and was greeted by a night sky.

"What happened?" She questioned after seeing that it was night, and wanted answers. "Who are you?" She questioned the creature holding her so closely.

"You were captured by some strange creatures." The black haired cat said to her in an honest tone. "I heard a name. 'Smithe' or something…" The cat said to her, making an alibi just in case she did remember what really happened, but luckily she took his words.

"Slithe." The speed creature corrected him while sliding a bit away from him, just in case this was some kind of ploy. Sadly as far as she could tell this man was on the level.

"Yes, that could be it." The puma said back to her. Agreeing that what she said was true. "They drugged you and were about to carry you off when I appeared." He said to her, telling of why he was in this location, and why she was unharmed. "There were three, and I fought them off." He said to her, cementing to her that he was brave. "I'm pleased that you seem to be well, and so I shall be on my way." He said while showing his chivalries side.

"But wait, who are you?" She questioned while still sitting as her 'rescuer' was walking away. He stopped and knew that he chose well to capture her and not the others, especially not…him. "Are you from this Third Earth?" She questioned due to all of the strange creatures around she had to be certain.

"No. I am from a distant planet that was destroyed, called-." He answered to her, but was interrupted by the female behind him.

"Thundera." She finished for him since that seemed to be only logical answer judging by his outward appearance.

"You know of Thundera?" He questioned to her since he wanted more information by these invaders.

"It is…was my home." She answered to him, and that was when she became the curious one. "But I thought all the other ships that tried to leave were destroyed." She stated to her, and knew it to be true until he answered back with:

"All but mine." He said with his back to her once again. "My crew was killed…and my ship was stranded in nothingness with no engines…" He said to her while walking around her and then told her the rest of his story, "…until yesterday, when the gravity pull of this planet brought me here." She heard him out and knew the best way to aid her new friend.

"Then you must come with me at once to the Cats' Lair and meet my friends…" She said back while now finding the strength to stand up. "…The Thundercats." She said to him when the speed creature saw her fellow cat's head move ever so slightly.

"I would like that." He answered back while turning to face her. "Yes, I would like that very much." He told her before heading out to the lair which didn't take them very long. When they were close Spider-Man tracking device when active.

"Looks like she back." Peter whispered before looking out his window and saw that she was not alone. 'This feeling.' He thought as he felt his spider sense go off. 'This is just like when I first got here.' He dreaded where that thought was leading, but he knew that it was needed. Without waiting the unknown man headed for the one place that he knew that they were heading - the head of their base. No sooner than the masked man got there he fired a line and hung upside down before the spotted one and her…friend.

"Well, Pumm-Ra, we would be happy to join us." The lord of all the cats said as soon as everyone was settled. "We owe you much for saving Cheetara's life." The lion added not getting the uneasy vibes from the brains or the hanging stranger about this guy. "Will you agree to stay and promise to obey the laws of Thundera?" The big cat questioned since he wanted to make sure this new guy was as honest as he wanted to believe before finishing with, "And our code of justice, truth, honor, and loyalty?" The group wanted the real answer from this new warrior.

"Yes. I would like very much to join with you on this inhospitable planet." The puma said back to him not knowing that the two that didn't trust him caught something strange in his speech pattern. "Friends are important." The puma added to cement that he was on their side.

"Then we will meet in secret council and tell you two our decision in the morning." Panthro said to both the new cat and the hanging hero.

"But why-?" Lion-O questioned but was interrupted by the brains of their little group.

"In the mean time, you, like Spider-Man, are our guest. Our home is open to you." Tygra said while casting a cautious look at the spider themed man since he still didn't know what to make of him either.

"Wilykat, show our gust to Lair West Four." The red manned man said to the young hero. The cat in question took hold of the new guys right wrist and headed for the door, but not until he spoke one final thing.

"Then, until morning." Pumm-Ra said to them with a wave as he was escorted out of the head.

"Good night." The speedy female said as he left. As soon as he left so did the slinger: who made it a point to leap through the doorway and crawl in the opposite direction as the two before him.

"Snarf! I don't trust him." The red themed lizard cat said with his arms crossed to show the others that he meant what he said.

"Snarf, why would you say that? You don't even know him." The big cat said, wondering why his old friend would say such a thing.

"Just a Snarf's intuition, that's all." The smaller creature said after a 'meow' escaped his lips.

"We'll meet in the council chamber room in one our." The scavenger said to the others after getting off of his chair. The others nodded to their friend's plan and went their separate ways the two new guys were doing their own thing.

"Do you hear me, Slithe? Are you there, reptilian?" The robed cat once he was alone in his room, and had activated a communicator the Mutants gave to him long before this plan was put into motion.

"Yes. We are here, and we are prepared. Where are you?" The green skinned one on the other end said back to his master. Since his plan was working so greatly the mad-man decided to me honest for once.

"Where I am supposed to be. In the kitty cats' lair." The man with a plan said back not knowing of the white eyes next to his open window.

"So, Pumm-Ra is working with the Mutants. Big shocker there." The off world hero muttered after hearing the conversation, and knew from past experience that such a talk that what they were scheming could not be good. 'Time to go to work.' Parker thought before climbing back to his room.

"We must know what their plans are. If you find their war room, and…" The reptile suggested after hearing his boss' evil cackle, but was interrupted by the man on the other end.

"Mumm-Ra…I-I mean Pumm-Ra doesn't need any instructions. Just be sure you are where you are supposed to be. At high noon tomorrow." The masquerading mammal said through his communicator.

"We will be there, yes, we will certainly be there." Slithe said in a calm tone even thought he was just ticked that he had to take lip from a mummy. By that time the spider had just got done with his plan.

'Really hope this will go over well.' He thought while walking down a hallway. In the secret meeting room the cats were discussing Pumm-Ra, much like they did when Spider-Man first appeared.

"Although Lord Lion-O leads us. Jaga chose me to be the head of the Thundercats council." The brains said to the rest who were all sitting around the table. "This puma has apparently saved Cheetara's life, and he appears to be one of us." The council man said to them even though he did not really believe that story.

"Have you anything more to say, Cheetara?" Panthro questioned as he looked to the member right across from him. He heard the tale, but he liked to hear it through her. "You didn't actually see him before you fainted, did you?" He questioned to her because just like the brains of the team he found the story a little hard to swallow.

"No. That's true, but when I awoke…" She started to explain herself, but was interrupted by the leader of the team.

"I vote we take him in." The red manned one said to them before having a discussion within his mind with his father figure - Jaga.

"Be not hasty in your decisions, Lion-O. Your instincts may be correct, but one does not make decisions by instinct alone. Let the facts weigh heavily on your mind and listen to your peers with caution." The elder said before vanishing with a flutter of his cape.

"You are right, Jaga. I guess I should take more time in making important decisions." He said to his fading mentor before pulling himself back to reality. "Tygra, how would you vote?" He questioned the head of this meeting.

"I vote, to give the puma and the spider a weeks probation." He said, and made sure to point out about the red and blue stranger since he still didn't know what to make of him.

"A trial period?" The panther questioned before adding, "Yes, I agree. If they are who and what they claim to be then neither of them should have no objection." In truth the mechanic wanted to know the masked man's limitations.

"Yes. I guess we cannot take our sacred trust lightly." The speed creature said to the others while rising from her chair.

"So say you all?" The chairman of the room questioned before seeing the others putting one of their hands over a cat logo in this order - Panthro, Wilykat, Wilykit, Tygra, Cheetara, and Lion-O.

"By the code of Thundera." They all said, and with nothing more to say they all parted for their rooms. As night fell one lone figure stalked the halls of Cat's Lair.

"They must all be asleep by now. So…while the Thundercats purr, Pumm-Ra pursues." The figure said and laughed at his own joke. The first stop that he made was at the head of their lair. "They must have salvaged all of this equipment from their space capsules. It is an amazing job, but all for nothing." He said while tearing the wires out of the consoles before wrecking the Thundertank.

'I really hope they won't be too mad.' Spider-Man thought while gazing out of the window. He sensed that there was evil going on, but he decided that it would better work with his plan.

"Lion-O must sleep with that blasted sword." The anti-cat said while sifting through one of their weapons room, and all he found were guns.

'Can we really trust those two?' The sleeping lion thought as he slept. As he was thinking Pumm-Ra moved on to a different room, but as he was walking down one of the halls he saw the cat's logo.

"Yes, this door would locked away to anyone, but Mumm-Ra." He said while backing up to the logo door. "They have used an old Egyptian tomb device…unknown for a thousand years. Unknown that is, except to one who has lived for a thousand years." The puma said with glowing hands: feeling the sides of wall beside the door. "Yes, this must be the one." He muttered with glee after finding the right two rocks to open the door. Once it was open the pretender saw his prize and seized it by covering the eye with a red cloth. "It is much smaller since I last saw it." The thief said with the sword in his hands before adding, "Hmm? No matter. It is mine." That said he took a claw shaped shield and walked away.

'Looks like I was right.' Peter thought while watching him from on the outside of a close window. The arachnid decided to stay true to his plan, and be quiet over what he saw. In the morning the Thundercats, Snarf, and their two visitors were in the meeting hall listening to the cat's idea.

"Sure. I'm okay with that." Spider-Man said with a shrug after hearing what they want from him before looking to the new cat.

"I understand your decision, and I agree with it. I hope I will prove worthy of your trust." The fake fur said to them with an honest tone. Again to the New Yorker his Spider sense told him that this man was not to be trusted.

"Snarf. Snarf." The leather skinned one said which may have translated to, "This will end badly just you wait." TH cats did not hear him since they wanted this trial to begin on a good food.

"We hope so too." The brainy cat said to the new 'Thunderian' with his own honest tone.

"Come, Tygra, we have work to do in the Thudrilliam fields." The panther pointed out to one of his partners before addressing three others, "Cheetara, kids?" The three in question were about to leave but the young female had to ask something.

"Hey, are we gonna take the Thundertank?" Wilykit questioned and was backed up by her partner.

"Yeah. You promised." The male half of the duo pointed out.

'Blast. If they find out that their beloved tank is broken then they will accuse one of us.' The puma thought with a shocked expression on his face.

"No, we'll go by foot." The engineer said to them. They all were standing and heading for the door, but the head of the council decided to be polite to the Lord of the Thundercats.

"Lion-O, we'll be back by news." Tygra informed before following the others to the door. When they left the remaining four went about their business: Pumm-Ra walked around their base, Spider-Man locked himself away in his room, and Lion-O along with Snarf were playing a game at the front of their base.

"Here comes. Three in a row." The leader said as he tossed a wooden ring around his nursemaid's tail.

"This game is starting to bore me." Snarf said back with a shrug of the shoulders.

"Well, guarding this place is just as boring." The cub at heart answered back, but soon added, "Come on, Snarf, let's have a look through the cat's eyes. See how Panthro and the group are making out." As he said that the two were heading inside not knowing that someone was watching them.

'It's almost time.' The puma thought with glee, and then decided to check on something that he was bound to use. As for the hero and friend they had just gotten inside the head, and Lion-O started up the machine.

"Strange, nothing is working." Lion-O commented after sitting down and pressed a few buttons with nothing appearing on the screen. "Maybe the Master Power Supply is malfunctioning." He questioned before pressing the test button, but the sign reading 'full' blinked rapidly.

"It's full. The fuel supply is full, so something else is wrong here, Lion-O." The lizard/cat stated to his former charge as he pointed to the test device.

"This is serious." The cub said to his friend since he knew that with this strange problem they would not be able to protect themselves should the mutants attack. "I better see where Panthro is." He said while getting out of his seat and ran to the exit door.

"With the sword?" Snarf questioned since he knew that they had a lot of surveillance tech around this place.

"Yes." He answered back while running. The two of them ran for the signature room, activated the two rocks, and ran through the open doorway. No sooner then the duo ran in, they stopped to see that the sword and shield were missing. "It's gone?" He questioned at the sight before him. "But how?" He added to his first thought since none of his fellow Thundercats would ever do such a thing.

"There's a corresponder in the Thundertank. You can call Panthro on that." Snarf suggested after jumping and staying on the sword stand. Lion-O heard him and had one thing to say as they were running off to the tank:

"If it's still working, that is." The two got to the tank and as the watcher of the lord sat on the hood, the cub tried the device in question while sitting in the driver's seat. "No good." He informed his friend before trying to activate the machine. "Trouble, Snarf, big trouble." He informed once trying what the panther did, and not hearing a thing.

"Good, yes." Slithe said as he and his friend stayed on a ledge, looking at the Cat's Lair with the head looking right at them with blinking red eyes. "Somehow he has done it, that's the signal. That Cat's Lair is as good as ours." He announced to the others. As the trio were enjoying a group cackling there was a fourth doing the same.

"I knew it! I just knew it!" Snarf said after the two got out of the paw garage, and heard that cackling. Standing on top of the steps was Pumm-Ra with a bound Sword of Omens in his right hand and the claw shield on his left arm.

"Stand back, and do as I say, BOY!" The faker shouted to the Lord of Thundercats, and it was at that instant the cub knew that his instincts were wrong about this one.

"Who are you? You're not from Thundera. You're not one of us. I was foolish to try you. What do you want?" Lion-O shouted to the 'visitor' who had used his dark might to transport the tank, fully restored, to his henchmen.

"Everything! I want it all! And before this day is done, I shall have it!" The puma explained himself in a blunt fashion.

"The sword will not obey you, and without it - you are no match for me." Lion-O said as he ran up the stairs - ready to deliver old fashioned justice on this intruder. The masked mummy had other plans as he said:

"Hold! Your tongue speaks faster than your brain can think. Hold and behold! We have met before, and I remember." Pumm-Ra said as he took off the cloth covering the eye causing the young swordsman to gasp in shock since he did not know what this man was thinking. "Thunder, thunder, thunder, Thundercats Ho!" He shouted, and a light shot out.

'What the?' The lion thought as he, and the other two, saw that the beam only went six feet into the air with the words, 'got ya' in the red circle.

"What trickery is this!" The deceiver shouted in anger before seeing that the tip of the hilt, which was over his head opened in hinge style causing a small sample of water to splash on his face.

"I think you were looking for this one." A voice said causing the two to look up at the side of the head. It was there they saw a red mask over the edge of the cat's head. "Sorry, big cat, but I'm gonna have to borrow your line." He said to the lord before standing up, "Thunder, thunder, thunder Thundercats HO!" He shouted out, and surprised them all was the fact that the sword obeyed him as the symbol shined over them all.

"Guys, look." Wilykit said with her symbol glowing. The others got out of the mine and saw it - Thundercat signal, but for a moment the red circle flashed blue for a moment.

"I've never seen that happen before." Tygra said to the others since he knew that the rest of them saw what he did. The others did nod to his statement, but it was the speed hero that reacted on it.

"I am not sure what that blue meant, but I know that we are needed." The spotted one said before running off with the four others chasing after her. The spider saw the symbol fad away, so he used that as his sign to give it back. He leapt off of the head, fired a line, and landed between the two cats.

"No, no applause are needed just give me chow." The slinger said with a happy tone after he landed. The scapegoat was about to give the swordsman his sword back until the puma grabbed it.

"You are done meddling in my plans, Spider-Man." Pumm-Ra shouted and in pure anger the cat was about to run the hero through until a lightning bolt prevented that.

"Look at you all lit up." Parker said after taking a mighty flip to the base of the steps and saw what the enemy screaming out in pain. In that pain the faux feline did what he could to get rid of the lightning - throw the sword and shield away from him.

"The mystic Sword of Omens cannot be used for evil deeds. Attempt it, and know the wrath of Jaga!" A blue specter explained before vanishing.

'Did I just see, what I thought I saw?' Peter questioned as he, like Lion-O saw the spirit cat for only a moment. As he was thinking over what he saw the puma and lion made a leap for the sword and shield, Lion-O got the shield and tossed the thug over his shoulder.

'I don't think so.' Snarf thought as he saw the fake stand and try to grab the sword, but the lizard/cat yanked him back a bit with his tail to ankle. What that done the Lord was able get his weapon back.

"Too late, BOY!" Pumm-Ra shouted, and it was then the three heroes saw the Thundertank, up and running, but sadly with the Mutants behind the controls. The moment Pumm-Ra was gone the reptile opened fire with the canon underneath the double doors.

'How is the tank fixed, and when did the Mutants get a hold of it.' Lion-O thought but decided to forget about those questions and concentrated on the present. The swords-cat took the time to put the claw shield onto his left arm, but dealt with the blasts with his sword. 'Let's see if this works.' He thought and had the shield hold a solid beam from the gun, and then send it right back at the blaster.

"It's jammed!" The reptile shouted once he realized that he could no longer fire the weapon. Acting on good nature the other two decided to help him out, but as they did Lion-O climbed the stairs with Spider and Snarf right behind him.

"I know that you have done it, but I still think the Thundercats should know the Sword of Omens is back with its owner." The cat said to his friend before going with his own chant, "Thunder, thunder, thunder Thundercats HO!" He said and the signal, with a solid red circle shinned through the sky. The team saw it, and picked up the pace.

'Mutants, how did they get my baby?' Panthro thought as he and the others charged at the tank. Slithe was able to fire a shot at them, but the Cheetah jumped out of the way, Tygra used his whip to turn invisible, and Panthro leaped onto the top of one of the paws of Cat's Lair.

'Come on you blasted thing.' The leader of the mutants thought while trying to get it to work not knowing of the swordsman and arachnid charging from behind until his undercover boss shouted to them:

"They are behind you!" Pumm-Ra shouted while pointing to the heroes. The trio turned the tri-gun to the duo only to have it cut in half by Lion-O's sword. He stood in the driver's seat as the three tried to leave through the back of the tank only to be stopped by Cheetara, Tygra then took the right door, and Spider-Man stood to the left door.

"Sorry about that." Panthro said to his friends after tossing the tank a few inches to the left: just to get the free-riders out, but he was glad that the four got off of the vehicle before it landed.

"Everyone alright?" The leader questioned to the others, he got a thumbs-up from Spider-Man, but an actual member from the whip wielder.

"Yes. A little dizzy, but intact." Tygra said before he and the others stared at the closed door before them.

"Well, that takes care of the mutants for a while." Lion-O informed them after he and the others heard the fading hooting and hollering behind them. "But that puma has locked up our lair." He informed them, and it was then the masked one spot a gleam in the stripped cat's eyes.

"You know of a back door, don't you Strips." Peter said since he knew that look when he saw it.

"Well…" The man in question said, but was interrupted by the strength of the team.

"There's another way in you haven't told us about." Panthro questioned in slight surprise even though he knew this was his friend's style - always have another way of doing something.

"The power exhaust." The brains said to the brawn in a simple way. This made one a bit nervous and had to say something about such a ploy.

"But suppose he turns the power on." Cheetara questioned in worry since she did not feel like losing any of her friends to this creature.

"It's a chance we'll have to take, I'll go." The lion said to the rest with a determined look in his eyes. All, including the guest, knew that he said that because he thought it was his duty to do so, but they knew better.

"I'm the architect of Cat's Lair. I know every turn, nook, and cranny of the system." The builder informed, and voice his opinion to his Lord why he should go. The three liked his reason, but this still upset the cub.

"But I have the sword." The leader said back before hearing a voice in his mind causing him to have another mental meeting with his mentor.

"Ingenuity is called for, not bravery and strength, Lion-O. Tygra is right. It is he who should go." The mentor said to his student before fading away. The others grew concerned since they saw the leader's eyes glaze over for a moment.

"Agreed?" Tygra questioned once they knew he was back with them.

"Good luck, Tygra." The young lord said with a thumbs-up. With that the group of six headed over to the exhaust port with the strength, sword, and spider constantly looking around in case the puma tried anything. Luckily he didn't, so they got there and the tiger slid down the exhaust on his belly.

'This is actually enjoyable.' The builder thought until he got to the end of the 'slide' and an explosion occurred. On the surface the others saw that the Cat's Lair eyes became active.

"Tygra!" The speed creature shouted in alarm after they all felt the shocks from the explosion.

"Get out of the sight of those eyes. And pray that Tygra made it." The panther said to them before they all scattered from the tracking red beams. Once the three were separated so that the statue eyes could not find them the lion decided to try something.

"Wait." He said to all before adding, "Sword of Omens give me sight, sight beyond sight." After saying that the sword keeper placed the hilt between his eye. The image he saw was the architect pulling down the levers next to the power supply. "He is safe." The leader informed the others since he knew that the others could not see what he was seeing.

"Good. I'm sure he could use a hand." Panthro said to the swordsman before rushing to the lair. As he did that the speed hero came up with an idea.

"I'll distract the eyes." The cheetah said before doing so, and as she did that the arachnid decide it best to give his agility a shot by leaping back and forth in between the paws. The red manned youth saw the two in action and decided to distract as well.

"Thunder, thunder, thunder, Thundercats HO!" He chanted and fired the symbol into the air while the others were either distracting or climbing. The guard eyes focused the beams on the symbol, the clashing energy caused the glass eye covers to shatter; the extra energy surged through the head, and forced the power switch to turn off.

"Wait for Snarf." The red scaled wonder shouted out as he saw three of the four race into the now open door. The mastermind, who hid in the mouth of the figure head the entire time, saw what they were doing and did not like it.

"Spirits of evil…send forth a force from the darkest depths." Pumm-Ra chanted as he spotted the panther coming into the lair the hard way. Said warrior got to where he wanted to be, but was stalled by the lightshow over head.

'Come on, I can take you.' Panthro thought while twirling his nunchuck: ready for a fight. The moth swooped in low causing the hero to loose his weapon and his grip on the ledge, but do to his claws the fall never happened. 'This might be trickier than I thought.' He thought before flipping from the wall, and landing on the flying bug's face.

'Can't see. Cant' see.' The creature thought since all he saw was a red circle. After a few moments the cat let go and landed on one of the Cat's Lair paws only to see the being he was facing poof away in a cloud of purple.

'Time to help the others.' He thought before racing to the open door. As he was doing that Pumm-Ra tried his luck of going back to the head control center, but was stopped by Tygra who had appeared in between the faker and the main console.

'I don't think so.' The builder thought before tackling the creep and putting him in an arm hold of sorts. By that time the three heroes made it into the room, but only saw the 'Thundarian' holding his arm up to the roof.

"Hold, is that you Tygra?" Lion-O questioned since he did not wish to harm a friend with the Sword of Omens. The can in question revealed himself, while still holding his hostage.

"Look's like it's all over Pumm-Ra, and before you try anything let me tell you - you can't beat all of us." Spider said with his arms crossed and noticed the speed factor has also made it.

'I can still get away.' The schemer thought as he tried for the side door, but was blocked by the panther.

"Who are you?" Panthro questioned with crossed arms since he was really getting ticked off that no one knew this guy.

"What are you?" Cheetara questioned since she felt that question was more accurate to the being before them. The being looked around and saw that the big cats, Snarf, and Spider had him surrounded, so he tried a fear tactic.

"Who am I? Wouldn't you like to know?" The creature said, cutting the web-spinner off before he could say anything before adding, "Suffice to say that I have lived here for a thousand years. I am not the intruder…it is you who have disturbed my rest, but I have time. A thousand years more, five thousand…you cannot defeat me for I am Mumm-Ra. And wherever evil exists…Mumm-Ra lives. Mumm-Ra lives! Mumm-Ra lives!" As he said that the faker dropped his Thundara mask, and then went from buff to skinny before fading away from all of them.

"Well, It's all back to working order again." Panthro said after fixing all of the damage their guest has done to their gear.

"That mummy creature was really something to see." Snarf said to the others since he thought the beast was truly frightening.

"I hope we never see it again." The tiger said while sitting on a chair, docked by one of the smaller consoles.

"But you know that we will." Cheetara informed them calmly.

"We will need new safeguards for our Lair." Lion-O pointed out since he did not want this to happen again.

"Yes, first thing on the agenda for tomorrow." The builder pointed out since they all have been through enough for one day. The leader decided to tell them that he was still beating himself up for the puma problem.

"I can't believe I misjudged that Pumm-Ra like I did." Lion-O said while still mentally kicking himself.

"First impressions are often wrong. Trust is something that takes time to grow." Tygra educated his leader on that precious lesson. Their leader liked that input and decided to match him.

"And…friends aren't easily made as I thought." The lion said even though he was glad he had these friends by his side.

"And friends like the Thundercats are forever." Snarf pointed out and with that the Thundercats, including the twins since they did not feel ready to take on Cat's Lair stayed behind, put their hands in.

"Well, what are you waiting for?" Panthro questioned to the one heading for the door. Parker, who wasn't big on being a team member just wanted to leave, but stopped to face them.

"You kept the sword out of Mumm-Ra's hands, and for that I believe we can properly welcome you to the team." Lion-O said to the loner who actually felt pleased of hearing that.

"If you insist." He said to them before putting his gloved hand into the pile with the others.

"Thundercats forever." They all, including the honorary, said as one with Snarf jumping and placing both hands on the pile.


	4. Chapter 4

Spider-Man is owned by Marvel

Thundercats is a Rankin/Bass product

Chapter 6

The Terror of Hammerhand

'Another good sleep.' Peter thought as he woke up and began to do a few stretches so he was really ready to start the day. When he was about to head out the door the hero saw the new symbol on his chest. 'Still can't believe that to be real.' He thought with a smile one his face, which was hid by the mask. He headed out the door, and to the kitchen.

"Our food supply is good, but perhaps we should see what this planet has to offer us rather than relying on the Berbils." Tygra said to them once they were all at the table and were eating their Morning food.

"Sounds good, but I think some of us should stay here. Keep some of us in reserve if the Mutant or Mumm-Ra try something." The mechanic suggested since that was the best option when dealing with them.

"I agree with Spikes here, so I'll head out for new food." Their latest member said to them while pulling his mask over his mouth and backflipped to the door. The team knew who he was talking about, but that still found it odd that he felt like giving them each a nickname.

"I better go with him. Should I run into any trouble I will signal for the rest of you." The Lord of the Thundercats said to them and once done with his meal followed after the strange man.

"Hold on, Lion-O. You shouldn't go anywhere without good ol reliable Snarf." The red scaled one said after coming out of the kitchen once he heard what they were planning to do today. With them gone the others decided to check out the defense upgrades to Cat's Lair.

"It's great to away from our little home for a while." A young unicorn said in it's native tounge to two others as they were playing on a beach instead of deep in the forest.

"Yes, but we really should be heading back. You know how they like to make sure that we are safe." An other unicorn said back. Being an older horned horse she knew of the danger outside that protected land.

"What's that out there?" Their traveling companions said to them while looking out at the sea. The other two followed the vision and saw some sort of boat coming into view, and as soon as they could see it they fled due to lasers coming out of the figure head.

"We're beached. We're beached. We're beached!" A hefty man on the ship said to his leader who was walking past him.

"At high tide, we'll have plenty of water to float us off." Their leader said before catching sight of a unicorn that got caught in some down vines. "But for now, there's our Supper." He said to them while pointing to their prize with his mechanical left arm.

"I'll bring the net. I'll bring the net. I'll -." The hefty one commented but was interrupted by his captain.

"Get it. Get it. Get it!" He bellowed to the eager member of his crew. As the excited one, and the others were prepping to leave their ship for food there was one on shore who saw the animal in a different light.

"Trouble! And no Lion-O." Snarf, who went with the two, but got separated at some point, said as he saw the tangled unicorn. "That boy's never around when I need him." The alien said before running up to the creature. "Hold on, little fella. Take it easy. Old Snarf will get you out. Those guys don't look like they've got friendly intentions. No, sir." He said to calm the creature before biting the vines apart in order to free the creature.

"Hey, what going on?" The leader said once they made it to shore in their smaller boats. "What is that thing? That thing? That thing?" The leader questioned to the others to see if they knew what that new creature was.

"I don't know. I don't know. I don't know." One of his followers said as they watched the same sight as their captain. "But I'll get it. Get it." He said and then was ordered by the man he was speaking to do just that.

"Get it!" The bearded man bellowed causing all of them to charge at the two creatures before them.

"Run! Run! Snarf will distract them." The rescuer said after pulling the last vine away, and saw the men charging at them. To help one another the two took off in two different directions. The excited one through his net at the unicorn, but missed due to the creature's speed.

"Get the other one." The leader ordered to his men before adding, "He looks a bit tough, but he'll do for a snack." The last word of his statement was caught by the fleaing feline-like creature.

"A snack? Snarf, a snack?" The creature said while stopping beside a rock, and balanced on his tail as he thought it what to do next. "Never! Drat! Snarf!" Snarf shouted all at once when the excited one snuck up on the other side of the rock and used a second net to catch the creature. "I'm too tough for a snack. And stringy. You'll hate me. I'm indigestible. I'm- I'm- I'm captured that's what I am." He tried to be defiant in his net, but in a short while the creature knew that he was wasting his breath so he succumbed to his fate.

"We caught us a mighty strange fish." One of them said once their were back on their ship - looking at the creature they had caught.

"You guys caught yourselves a load of trouble, that's what you've caught." Their prisinor said to them as he tried his luck of being defiant one last time. As he was being carried off the net gave way causing Snarf to hit the deck - butt first. The ship was still at the mercy of the shifting sea, so their prisoner slid to some supported crates, and slid backward - tipping over a bucket a fish they caught along with messed up their neat and orderly weapons that were standing at the ready on the surface of the boat.

"This creature will make a good beast of burden." Their leader said to his men, giving their 'food' a different task. "Looks too unnatural to eat." He added to make sure they knew not to eat the beast since he could not afford any of his men to get sick.

"A pack animal. A pack animal. A pack animal!" The eager one said, wanting the captain to see if there were more beasts of burden that looked like this one.

"I'll have you know I'm Snarf…" The little creature said to the men before continuing with, "…valiant squire to Lion-O, Lord of the Thundercats. And I am neither a pack animal or unnatural." As he was saying that Snarf slowly made a grab for a mace, but no sooner than he reached the weapon then the captain smashed it flat with his metal arm. "Just kidding." The red one said to the leader when his plan didn't work.

"Hammerhand is the leader of the Berserkers, Berserkers, Berserkers, does not like jokes." The excited one shouted to the creature while getting right in Snarf's face. Hammerhand ignored the praise from his grunt, and got down to business.

"Load him up with our supplies. Let's go find those tasty unicorns." The leader of the Berserkers said to his men since he was still hungry for that kind of horse meat. "I'm hungry, hungry, hungry." He said as he made his way to his personal quarters where he usually went as his men did all the prep work.

'I sure hope big cat's right about that.' Spider thought while leaping through the trees as he recalled telling the leader that their third member got separated from them, but the red manned one swore that his old friend knew how to take care of himself, so the slinger simply dropped it.

"Something's in trouble." Lion-O said to his traveling companion and raced to the sound of the disturbance. When the duo got there they saw a big tree in the center of a clearing capturing something, but both were a little surprised by the second creature.

'Is that a unicorn?' Peter thought since even by knowing Thor and Queen Zerona along with Oberon the web-head has never seen one through those three ever. His concentration was brought back to the present by his partner.

"This doesn't look like a very fair fight. And nothing to laugh at either." The cat said before charging the tree with a face, and the masked warrior followed right behind him. "No, you don't! Keep your evil branches yourself." The swords-cat said while using his sword, in dagger form, to cut the branches that were coming at them.

"Not bad, but would go with something like: leaf her alone." The web-spinner said while using his webbing to bundle up the living branches. Even with strength to rip the branches apart, when webbing wasn't enough, and a sword to cut with the two still had to leap back.

'Please help me.' The unicorn thought as she gazed at the duo trying to save her. The heroes went after the hoarse instead of going for the tree. Using the same methods as the first time they were able to free the creature.

'I'll just have to eat you two instead.' The tree thought as he continued to laugh at the humanoids in his branches. The two struggled in their bindings, but once in the air an idea struck them both.

"Big cat, try a sword power." Spider said as he tried to muscle through the plant's grip.

"Good call, Spider-Man." The leader said and was about to do so until an overgrown crow snatched the weapon before he could do anything with it. "The Sword of Omens!" Lion-O shouted out when he landed on his feet while still being bound by the laughing tree. 'At least I still have my claw shield.' He thought before placing his left hand in it, and used the built-in claws to better cut out of the vines.

'Better not tell the others that we almost got eaten my a Wizard of Oz talking tree reject.' Parker thought once he and Lion-O were out of range of the branches.

"Looks like you'll have to go on a diet for a while." The swords-cat said which earned him a nod from his partner since he liked that line. It was then the two saw that the unicorn they saved earlier was watching the whole thing. "Are you all right? There, there, now. Everything's fine." The leader said to the innocent they saved.

"No Offense, I know from experience that saving lives is good, but how are we going to get the Sword of Omens back." The wall-crawler asked while looking up at the sky.

"I have a way." The unicorn neighed to them and allowed her horn to glow, but when the glow died down they saw a ring on the horn. The masked one signed that the cat should take it, he did, and once he placed it on his right ring finger the item glowed. After beating the ground the two saw the sky become a navy blue.

'Here goes something.' The feline thought as he felt himself vanishing. Lion-O found himself on the bird's back.

'You don't think I don't feel you.' The bird thought and started to shake him off in the air. When that didn't work the bird tried a low to the ground dive, but the feathered one could still feel the creature on his back.

"Nice try, but you can't shake me." The red manned one said to the bird before trying something of his own on for sides. "Now it's time to land." He said after the bird flew through several tree branches. The swords-cat grabbed the handle of the sword with is right hand, and the blade with his gloved left hand; when he saw a clearing down below he flipped off the bird (which opened its beak) followed by a mid-air flip to land on his feet. "Thanks for the lift." Lion-O said to the creature that flew away.

"Nice moves I give you a ten out of ten for the whole show." The honorary member said in his usual comedic style as he was following on the ground through out the whole thing. He got to the lion's side when the eye began to glow.

"The Eye of Thundera! A Thundercat's in danger. Sword of Omens give me sight beyond sight. " He said causing the hilt to curl around his eyes, and he saw two distinct images. "Another unicorn, and Snarf captured. We've got to get to that beach." The leader said and ran off after shelthing the sword in the shield, and placing the sword to his waist.

'Normally I would make a jab over what he said earlier about Snarf, but I really don't want to see how strong that shield of his is.' Peter thought and chased after him. The two ran, not knowing that they were heading to someone's personal property.

"We are missing two. The others have returned." Al elderly man said to his beloved who was combing a unicorn mane as the horse drank from the brook.

"I do not like it when they wander beyond the forest." The female humanoid said to her husband, and he saw the worry in her face. "Our world is changing." She said to him even though she knew that he too has seen those strange meteors that crashed a month or so back.

"Yes, it is becoming once again…" The man said back to her while sitting on a nearby big rock before continuing with, "…a dangerous place for unicorns." He recalled all the poachers they had in this area in his younger days.

"It is our job to guard them." She reminded him while casting a calm look to the one that took a break from drinking.

"And keep them from harm." The male said to her, letting her know that he had done forgotten their duties to these creatures.

"And so we shall." She said back to him, promising him that she will stay by his side as they continued to guard these creatures. It was then the unicorns, and their keepers heard hurried hoof beats heading straight to them.

"And what is this? The little one has finally returned." The male guardian questioned and stated as the young unicorn stopped before the female guardian who seemed to be happy that one of two have returned.

"And she is obviously troubled." The woman guardian stated as she saw the fear in the young one's eyes. With that the creature tried to explain her day to them - of her new friend, but could see that they could not understand her.

"How the mighty have fallen. Snarf, a beast of burden." The lizard/cat said after the berserkers went back to land and had him carry all of their stuff on his back.

"Faster, you overgrown hairball. You're holding us up." The eager berserker shouted to their new pack mule. The two went in the same way as the unicorn did when the men captured the alien instead, and after a while the eager one saw something in the sand. "Foot prints. Foot prints. Foot prints." He said to the others.

"To follow, follow, follow." Hammerhand said to the others as they stopped to see the path of prints.

"There, there, there." The eager one said as he pointed to the trail, which went into the forest. "Unicorns. There will be many, many, many." He said and could hear his stomach roar in anticipation of the chow even though he knew his captain got first dibs and the rest of them got the leftovers.

"Yes. Yes. Yes!" Hammerhand shouted as he smashed a tree that was in the way on his way of the trail. On the other side of the forest the heroes were still trying to find the closest beach, so they could save their friend.

"Cool. I landed further than you." Spider-Man said as the two leapt off a small hill, and he was the victor. The arachnid quickly turned around once he felt a poke in the back, and it was then the lion and the spider saw eleven unicorns and two elders.

"Keep back." The male humanoid said with his staff pointed at the both of them.

"Or we shall cast a spell on the two of you." The female humanoid said with her staff on them as well. Due to his comedic nature, and feeling that these people wouldn't trust the word of a man hiding his face Parker let Lion-O do the talking.

"Wait. There is one more unicorn, and she is safe." The feline said to them, and the second man nodded to his claim, but the two were still weary of the strangers.

"How do you know this?" The woman questioned to them not letting her guard down in the slightest.

"I am Lion-O, Lord of the Thundercats, and this is Spider-Man: honorary Thundercat. We mean you no harm." The red manned one said to the two of them, and received another nod from the masked man. We came upon your unicorn in the forest and freed her from a tree monster." The swords-cat explained on how they knew the unicorn was well. "Behold for yourselves." He said as he unsheathed his sword, and added, "Sword of Omens, give me sight beyond sight." The bars curled again, but this time fed the image of the unicorn rescue to the humanoids instead of its weilder.

"He either speaks the truth…" The man said to his wife after the stranger sheathed his sword, and added, "…or he is a magician." Since to him what they saw was something that only a magician could do.

"Neither of us are magicians. We seek a nearby beach and our companion, the Snarf." Lion-O said to them, and no sooner than he said the name of his former overseer the unicorn behind the two started to act up.

"Well, what do you know big cat, I think the unicorn has made a friend by that name." Spider-Man said since he could not stand being quiet for very long.

"Yes, the little one has seen your Snarf. Apparently he came to her aid." The female guardian said to the two men before her. "How can we help you?" She questioned since she though it best to return that debt now, but before he could say anything a new voice was heard.

"Unicorns. Unicorns. Unicorns!" The voice shouted three times over before the owner of the vice became visible. "A small boy and a white eyed demon is with them." A strange Viking-like man said as he and several others came into the clearing.

"Snarf!" Lion-O shouted when he spotted his old friend, ignoring the creature's laughter and ran right to the lizard/cat.

"Oh, so you know each other." The strange man said after hearing the name and the gesture to the boy before him. "Bad. Bad. Bad!" He said since he knew that the beast of burden could be used as a bargining chip.

"You're so called 'Snarf' will fall to the hammerhand of Hammerhand…" The eager one said before continuing with, "…if you do not lower your sword." It was then their pack mule realized something.

'This guy is right beside me, and I am carrying a lot of heavy stuff, so…" The friend of the Thundercats thought before tipping the stuff to his right - burying the boot liker of Hammerhand under all their belongings. "Hammer away. The Snarf is ready." Snarf said after racing and hiding behind Lion-O's right leg, and Spider-Man's left leg.

"A boy, a demon, and their dog…" The leader of the berserkers shouted as he walked over to the pile and picked up his shield befor finishing with, "…are no match for Hammerhand." This was starting to get to the masked one.

'Okay, I've met and dealt with a lot of crazies, but none of them say the same thing tree times in a row. I know I've only heard it once, but I have a feeling that it is going to get real old real fast.' The hero thought before seeing Lion-O enhance his sword.

"Ho!" He shouted to change his weapon from dagger mode to sword mode. This astonished the new people, but the feeling quickly wore off on Hammerhand. "Take cover with your flock." The lion ordered to the kind elders before going into battle.

"You play nice with Hammer-Man, and I'll play with his other friends." Spider-Man said and leapt over their leader to get at the grunts. The Berserker leader ignored the demon and focused on the boy.

"You are no match for the Sword of Omens." Lion-O said to the leader before dodging the punch, and was easily able to swing the shield from the villian's hand. That did not stop the opposing warrior though as he tried to punch the youth who blocked it with his sword.

'I knew I shouldn't have installed those pain receptors into my arm.' Hammerhand thought before attacking him five more times with the same result, but on the sixth he was able to jar the sword from the cat's hand.

'Got to reach it.' Lion-O thought when the blade fell to the ground with the blade in the Earth, but when he attempted Hammerhand cut him off.

"What now, child?" The Berserker questioned in a confident manner. The older man tried another punch, but his opponent leapt over him causing him to fall face first in the brook.

'Now it finish this.' Lion-O thought before seeing Spider-Man web Hammerhand where he was.

"Sorry, but it was the fastest way to deal with him." The masked one apologized since he knew the safety of the ones behind them was what's more important. It was then the two heard the voice of their friend.

"Snarf! Serves me right for just sitting around watching." The lizard/cat said as he found himself in a net again.

"Let him loose, loose, loose!" The least damaged Berserker shouted to the two of them before adding, "Or your shaggy friend will feel my mace." The duo knew that they could not risk the heath of their friend so Lion-O walked over and cut Hammerhand free.

"I should go berserk, and finish you two off now…" The leader said to the two, once Lion-O retreated back to where Spider-Man stood, but then finished with, "…but I'll settle for this little one." The warriors had to watch as another berserker lossoed the child of the unicorns.

"Let's get them." Spider whispered to his friend when they saw the unicorn being dragged over to them, but the their foes were more on the ball then either of them gave them credit for.

"Don't tempt me." The one holding Snarf challenged, and the two let them go for their friend's safety.

"We thank you for trying to protect us." The female guardian said to the both of them when the coast was clear. "At least the other ones are safe." She added to her first comment as a way of making them feel better.

"We will find them and return your baby to you." The cat promised them as he shrunk his sword and put it back in the claw shield. "I swear by the code of Thundera." He said to them with his free right open up to them, and it was then the duo saw the ring and were amazed.

"The ring." The male guardian pointed out.

"No man has ever worn that ring." The female explained to the two. "Go. And may it aid in your journey…" She said, but stopped to hold his hands before finishing with, "…magician friend. And jester friend." The two nodded and followed after the two. When they found the beach the warriors saw that the thieves were almost to the boat.

"They're leaving. We'll have to catch up with them somehow." The lion said before spotting a boat over by some rocks. They were in a hurry so nether of them checked for any damage - they just took it out to sea.

'That won't do.' The human thought and gummed up a hole with some webbing as Lion-O paddled them out. As they were on their way the patch job failed on them halfway through.

"Time to abandon ship." The Lord of the Thundercats said to his partner when he noticed the water coming in fast forcing the both of them to dive into the ocean. As they swam to the ship the tides were forcing both of them into a water vortex. 'Must fight it.' The cub at heart thought as the current kept dragging them away. 'Got to go on. Too powerful.' He continued to think as they both went under.

'That battleaxe. If I could just reach…over…" Snarf suggested to the unicorn as he saw the weapon in question in the cargo bay of the boat: where the berserkers have tied both of them up, but he had to stop when the lid to the stairs opened up.

'Hmmm? They're still here.' The berserker thought as he saw both of their prizes still tied up down below.

"Nice weather we're having. Except for the fog." Snarf said to the man looking down at them.

"Shut, shut, shut up your yap, unnatural one." The berserker said while dropping a couple of sacks into the holding area. As soon as he left Snarf went back to work of getting free.

'I can help.' The young unicorn thought as she saw the effort the strange creature was putting into getting the weapon. It was then the hoofed one stood up, and tapped her horn on the handle of the weapon causing it to fall on his tail. In no time they were free, but they were still trapped.

"Once we're in the water, we'll be safe. The friend to the Thundercats said to his new friend while lifting the lid to see if there was anyone around, and there wasn't any. "Except I don't much like water." He added as they left their holding area, and made their way to one side of the boat. "And there's an awful lot of cold water down there too." He pointed out while resting on the wooden guardrail and looking at the waves below.

"Now see what you made me do, do, do!" Hammerhand shouted to the two after slamming his fist on a different spot of the guardrail which frightened the leather one into falling and breaking a piece off.

'I can breath down here.' Spider thought with all his senses saying that he still underwater. He saw Lion-O's ring finger shining and knew that their new gift was due to that ring, and without thinking the both of them continued to swing to the ship.

'An intruder?' The captain thought when he saw the lifeboat start to sway and knew that someone was climbing up the rope, so he hid behind the main mast. "These whelps again?" He questioned when he saw the red manned one and the red masked one come aboard.

"Ho!" Lion-O shouted when the both of them leaped out of the way, so his sword could change to sword mode.

"I'll hammer you two into the deck…" The leader taunted and finished his taunt with, "…like a couple of rusty nails." They leapt out of the way again and he broke a section of the boat himself.

"Here I'll give you a line." Parker said to his friend by firing a line to the crows nest and let Lion-O grab hold of it. The cat used the gift to kick a few of them before landing on the guardrail, but he soon had to pull himself to a flag mast.

'Have to make sure that they can't set sail.' Lion-O thought and cut a rope that was keeping one of their sails tied to the top of a mast.

'Get down here, and fight me!' Hammerhand thought and punched the mast the cat was on, knowing that one can handle his punches, which the vibrations caused the cat to fall and land before the berserker.

'This is one determined fighter.' He thought before dodging most of his blows. Spider, who was on crowd control, saw white stuff coming out of three barrels behind Lion-O.

"Please be something normal like milk or rum, and not something weird like Wale urine." He muttered before web throwing the energetic one into six others causing a bowling effect. "Strike." He shouted before seeing Hammerhand climbing after his friend. 'Don't think so.' He thought and fired a line at the man's ankle and gave it a little pull.

'Don't have time for you.' The leader thought before kicking his leg causing the holder to slam into a few barrles. No sooner than he hit the wooden containers did he see that several berserkers surrounded him.

'Guess what Wolverine said to me is true if you let your guard down that average punks will get cocky and try to attack you in force.' The web-head thought before going back to work.

"Call for help, Lion-O. The other Thundercats." Snarf shouted up at his friend only to loss his balance and fall in the water.

'Little friend.' The young unicorn thought before following him. The Lord of the Thundercats saw this and decided to act on it.

"Hang on, Snarf! I'm coming for you!" The lion promised before shrinking his sword, put the dagger in his mouth and then dove in after them.

'Can't let them die.' Spider-Man thought before diving in after him since the hero did not want to seem like a heel. The two saw that their friends were fine, but when they both looked up at the ship neither of them liked what they saw.

"Uh-oh. We can't handle this from the water." Lion-O said to the rest of them before activating the sword's special power. "Thunder, thunder, thunder Thundercats Ho!" He chanted causing the symbol to fire into the sky.

"The Thundercat signal." Panthro commened when their logo could be seen back at the lair. "Get in, Cheetara." He said to the spotted one, who was going out for a jog, while pointing to the Thundertank beside him. She did as he requested and they drove off. Along the way the female got into the back, opened the doors and stood ready by the tri-cannon.

"It's coming from out there." The speed creature pointed out when they stopped at a beach.

"Right by that very unfriendly looking ship." Panthro said as he noticed that evil looking vessel next to the signal.

"I hope we can swim out there in time." She said to her friend since she believed the scavenger of the team built this machine only for land terrain.

"Stay in your seat, Cheetara. Made a small modification on the old tank last week…that I forgot to tell you about" The driver instructed, and informed her. Once she was seated he retracted the tri-cannon and closed the doors before sealing himself in a glass dome. He then reversed a bit, drove forward, and with a little help from the claws leapt into the water.

"Anything this kitty car can't do?" Cheetara chuckled to her friend when their under sea drive was done by surfacing and opening the tri-blaster doors.

"It's user-friendly, it is." He said to her since this machine has done everything the panther requested of it. It was then they both heard a rattle of sorts.

"Sounds like it could use a tune-up though," The spotted one pointed out to her friend. He heard her, but the cat knew what a bad sound was, and he knew that sound was not mechanical in nature. He then opened the jaws of the tank and a couple of wish, that got sucked in during their drive, flew out.

"Sorry about that." He said to the fish that gave him a ticked facial expression before swimming away. The two then got serious and headed for the evil themed ship.

"Panthro, step on it." Cheetara said as she saw on the screen, attached to the cannon station that their friends were still in danger, so he closed the doors, sealed his half, and dove into the water.

'Great, the sea's starting to get rough again.' Peter thought, but all of a sudden he saw the fangs of the Thundertank coming out of the water. He clung to the left side of the tank, Lion-O the right, and Snarf sat in the mouth.

"Panthro, the baby unicorn in the water. Hurry!" The young lord said to the driver before climbing into the front passenger seat while Spider-Man climbed into the open back. The panther turned around and was able to save the baby in question before the berserkers were able to spear it down.

"I will broil them. Broil them. Broil them!" The boot licker shouted and used the beam weapons in the skull head figure head at the machine. Cheetara used the tri-cannon on the ship's side, private quarters of Hammerhand, and the figure head.

'Wonder if he gave up.' Peter thought before old fashioned cannon shells from a new kind of cannonball cannon answered his question. Lion-O used the laser hidden in the hood in the lid, but was denied my Hammerhand's hand.

'This should do the trick.' Panthro thought as he began to drive in circles around the ship. "Get below! Or hang on!" The builder shouted to the men on the ship as he made the Thundertank go faster and faster. The ocean soon went with his plan and help sink the berserker's ship.

"It worked, Panthro. They're gone." Lion-O said when the tides calmed down. Once the coast was clear the gray furred one opened the mouth to let the non fighters join the rest of them.

"That ought to keep them from trying any more raids for a while." Snarf said as he climbed the machine's left arm to reach the rest of them. The lizard/cat used Spider-Man 's shoulder for his stopping point while the unicorn stood behind the spotted one.

"Pirates, are they?" The female questioned to the little one.

"They're called Berserkers, berserkers, berserkers." Snarf answered her while throwing in the other two 'berserkers' just to mock them.

"What a strange name." She answered back since these beings did not live up to the definition of the word.

"That's only because you never met them up close." The cat faced one pointed out to her since he and the unicorn did.

"Panthro, first stop is the Unicorn Forest." The leader said to the driver since he wanted to return the young one where she truly belonged. As soon as he said that they all heard a very happy neigh from the creature in the back.

'Not sure where that is, but I trust you to guide me.' Panthro thought and followed his leader's directions with ease. Once they were on the beach again Lion-O left with the baby, Snarf, and Spider-Man since the unicorns have met all three of them.

"Couldn't we go home for lunch first, Lion-O?" Snarf questioned when the four entered the forest.

"Oh, this should take long." He assured his old friend.

"All that heavy work gave me an appetite." The smallest of the group said to them; praying that they would listen to him.

"No offense, Snarf, but I've hung out with you guys long enough to know that you get hungry for just taking a nap." The web-slinger said with a sense of comedy in his tone. They heard a rustle of leaves behind them, and when they turned to see who it was the baby was already by the creature's side.

"Is that the one you're looking for?" Snarf questioned to his old charge as the three males saw an adult sized unicorn standing there with the baby by her side.

"Yes, it is." He answered back and decided to return the creature's gift. "Thanks for giving me your ring." He said while taking it off his finger. "By stopping to help you…" He started to say before walking over and sliding it on her horn, and finished his sentence, "…I ended up helping myself and my friends." The three men waved them good-bye as they headed back to their family.


	5. Chapter 5

Spider-Man is owned by Marvel

Thundercats is a Rankin/Bass product

Chapter 7

Trouble with time

In the depths of Castle Plun-Darr the mutants three were trying to enjoy some soup of sorts, but it was not up to their liking. "Yech! Slop. Unfit for mutant consumption." Slithe commented after seeing the poor excuse for food that laid before him.

"We need slaves, Slithe. Cooks, servants. Look at this place. A jackal wouldn't eat in this mess." The albino furred one commented after getting his helping even though he couldn't shrug off a feeling of dread after the slave comment.

"Then go, Monkian. Go and do not come back without a few likely specimens. A woman's touch is what's needed here." The scaley one instructed, and at that moment the two others had an idea of why he wanted the fairer sex around here.

"Chauvinist reptile." The man-like animal whispered under his breath, but not good enough.

"What?" The leader of the three questioned with an angered tone since he did hear his friend's comment and did not like it one bit.

"I said you're right, Slithe. A woman's touch by sundown." The white fuzzy one vowed as he got up from the table, and raced out of their castle. After several moments of searching the simian space-man spotted a figure picking something out from a lake.

"No, too small. Back you go." A woman said as she picked up a sardine shaped creature, but not liking the size she tossed it back, and looked around for the another. Unknown to her the onlooker came down for a closer look.

"A warrior woman alone." Monkian stated after looking around and saw that she was indeed by herself. "I wonder if she can cook." He added since she still seemed to have the body of a novice fighter. "All right, Slithe. One servant coming up. This was too easy." He said and leapt closer to his target: ready to collect and high tale it before a red and blue stranger or a cat came to stop him.

"What do you want, you furry-." The woman started to speak, but was cut off by the attacker.

"Come along, girl." The attacker shouted before grabbing one arm with one hand and cupping the other with his other - to make sure she didn't scream for help. "We have a nice job for you.

"Willa, help I'm-." The lady was able to shout before being silenced again. A ways away another warrior woman, in a tree, heard her name being called in distress so she decided to investigate.

"All this struggling won't do any good." Monkian, who ran from the pond then took to vine swinging, said as he tried to maintain his grip on the new slave. Unknown to him another woman followed, but then quickly stopped on a high branch.

'Lecherous scum.' Willa thought before tossing a catching the kidnapper's right ankle with a lasso which caused the two to fall. Prepared for such a thing the girl caught a vine, and slide back down to Earth while the other dropped down with her prey still hanging upside down.

'This is so humiliating.' Monkian thought before hooting and hollering in traditional monkey lingo.

"That was just so you don't get any more bright ideas…monkey face." The one known as Willa said after tying the other end of the rope to a branch. After the threat was made she cut him loose with a single arrow.

"Who was that, sister?" The younger of the two questioned since she had never seen the like of that before.

"One of the intruders who came out of the sky in that big ship." The older sister informed while making sure that there was no one else around them.

"I thought there were two spaceships." The younger one pointed out since she recalled seeing two streaks of light.

"Yes." The saver stated before adding, "Those other strangers crashed near the Berbil Village." As she said that the two went to a higher branch to talk privately.

"This is our territory after all. The warrior maidens have always lived here in the Treetop Kingdom." The novice stated since she really didn't know what to make of this change.

"We have to rid ourselves of the whole lot of them." Willa stated since she was now viewing all of them as their enemy.

"Do they all look like that hairy monkey type?" The girl questioned the wiser woman.

"Not from what I've seen. I was at a distance, but they seemed to be cats." Willa informed while not bringing up the stranger one in red and blue.

"Cats?" The younger one questioned since she was now intrigued given the species stated. "Let's find these cats and rid ourselves of them." She commented and knew that was the best thing to do to them. As for the creatures in question one of them was out of the lair - intrigued at one of their tools of the trade.

"This ThuderTank Panthro built is really something…" Lion-O stated as he gave the machine a once over. "…but he never let's me drive it." He finished his comment while checking out the treds in the back.

"Lion-O, what are you up to?" The lizard/cat questioned as he saw the kid in adult body checking out their wheels, and didn't like it.

"Scoot, Snarf. I'm just going for a ride." The child lord said back to his caretaker since he did not see the harm in it.

"In that monster? You haven't got the experience. You gotta wait till your first driving lesson tomorrow." Snarf instructed since he still tried to be the voice of reason in these kind of situations.

"Don't be an old nanny. It can't take much experience to get this thing going." The swords-cat said since he was feeling confident that he can work more than the com link of this machine.

"Now is this going to be trouble or is this going to be trouble?" The smallest of the group stated as he watched his charge sit in the driver seat.

"Now, let's see what Panthro's toy can do." The red manned man said as he started pressing buttons and was able to make it run - out of control. The commosion outside caught the attention of Spider-Man and Panthro as they were moving some boxes around.

"Dang, blast it!" Pantro shouted out before adding, "What's going on out there?" The two headed to the window with Spider sticking to the wall on the outside of the window while the panther stuck his head out of the window. "Who's driving my ThunderTank?" He shouted out of rage.

"I don't know, Spikes, but we better stop them before they have a wreck." Spider pointed out before releasing the wall and landed on the ground. He then leaps and lands closer to the tank. Panthro did the same thing only almost got ran over.

"By thunder! When I catch that tank-napper, I'll smash him to sonic smithereens!" The mechanic shouted out before feeling Spider-Man grab onto him, which led to him leaping on board the tank and placing the scavenger in the front passenger seat.

"Oh, um, hi Panthro." The leader said to him and felt pretty embarrassed since he got spotted this easily.

"You were saying?" Spider stated to the strength of the cat family.

"I was just bringing it back. I kinda got away from me." Their leader said back while feeling pretty sheepish that he allowed this thing to go out of control.

"So, we've noticed." The mechanic said as he got the machine back to behaving properly. "You could have killed yourself." He added with a grave tone. Just like Snarf the warriors had to stay by Lion-O and show him what to do, and he now knew that such a thing would take a while.

"He's right, you may be a grown up in body. But your still just a kid in thought, Lion-O. Children should not play with stuff, especially if you don't know how to work them." Spider-Man informed since he knew that much to be true.

"You sound like an old man." The leader said with a chuckle since he was not taking the hero's words seriously.

"But he's right, the tank is a serious bit of business." The panther pointed out to the swords-cat, and was grateful that the hero could be serious at times.

"You're right, I know that now." The lion stated once he saw the arachnid thumbing behind them causing the cat to look where he was pointing and saw that they were about to fall in a chasm. "Does this mean no lesson tomorrow?" He questioned since the leader did want to learn to tame this machine.

"Well, I'll have to think about it." He said back since this stunt did have him questioning his own sanity for such a gamble.

"Don't tell Tygra or Cheetara, okay?" The field leader stated in a pleading tone. Panthro put his baby back in gear and drove back to the base.

"Okay, but hands off until tomorrow's lesson. Okay?" The strength of the team informed and questioned to the swordsman.

"Thanks." The leader said back and meant it, and was grateful of his partner's understanding. They got back no problem, and the scavenger got out of his tank. At that moment he decided to come clean with the two warriors.

"The problem with joyriding is that it uses up Thundrillium…and we're starting to run short." He informed them which was another reason why he was angry since he wanted them to conserve the small amount that they had left.

"Hold up. I thought you guys said you brought a big supply when you left Thundera, so what's the deal?" Spider questioned as he and Lion-O got out of the tank.

"Not enough to last that much longer…so we'll need to look around and see if any exists on this planet…or nothing we have is going to run, including the ThunderTank." The builder informed them which did not sound good.

'I wonder if I can help with that.' Peter thought and had an idea of what to do about it. As he was thinking over what he could do about that problem another was over hearing the situation.

"So…the Thundercats are running short on Thundrillium, huh? Old Slithe will be interested in that piece of news." Monkian said to himself as he swung back to their base with a smile on his face since he knew that his friends would be interested to hear it.

"Okay, here's how these little gadgets work. When this detector comes anywhere near Thundrillium, it lets you know." Panthro informed them after building several small devices, and proved his point by placing his hear the engine of the tank which it did react.

"Too bad you just can't dream up a substitute power source." The speed creature informed him since that would help them out greatly.

"Matter of fact, Cheetara, I'm working on that. But until then…let's go prospecting." The builder said since might be a little fun for them.

"We'll split up. That way each of us can take a sector of the surrounding area." The stealth one stated to the others since he had a feeling remaining near their home would be a good thing.

"I'll take the claw and the sword." Their leader pointed out to the others.

"Good call, big cat." Spider stated to the lion as he sat on the tank.

"There's still a good deal about this planet we don't know. It's best to be prepared." The smart one of the group said to their leader just as a warning of sorts.

"You usually find stuff like Thundrillium in a mine or some place…so be careful you don't fall into a mineshaft, Lion-O." Snarf, who went to get the kid's gear, informed while stretching up with his tail to give the leader his weapons.

"Yes, Snarf, I'll make a point of it." He answered back after the group went their separate ways to try to find their power source nearby. He nodded to another warning, and continued on his way.

"He's not a bad boy, but he never listens. Tsk, tsk, tsk, tsk." Snarf stated since he had a feeling that he wasn't really listening to him. As they were searching the messenger finally made it back to base.

"Why this unseemly excitement?" The reptile questioned as he saw that his friend was happy for some reason or another.

"The Thundercats. We- We can-." The albino one started to speak, but could not finish since he was that excited about the news.

"Slow down, Monkian, yes?" Slithe stated to his friend just so that they would be able to understand him a bit better.

"They're running low…on something they called Thundrillium, Slithe, which-" Monkian informed, but was cut off by the canine.

"Which is the source of their fuel for their tank…and for that blasted stronghold of theirs." Jackelman commented and saw glad that he did research on their enemy to know such a fact.

"And if they run out, the ThunderTank is no more than a toy…and that Cats' Lair is worthless…as a fortress, yes?" Slithe said to them since he understood why they were no so happy.

"Exactly. And right now, they're out searching for the stuff. So we must-" The monkey pointed out since he knew that they would be doing that, but was interrupted again.

"We must prevent the Thundercats from succeeding, yes." The leader of the three pointed out since that much they understood.

"That's what I've been trying to say." Monkian said to the others and knew that this would have gone on a lot faster if they didn't interrupt him. Back to the search the arachnid was enjoying the loneliness, but something wasn't adding up.

"Weird. I feel like I'm being watched, but I don't sense anything wrong and I see nothing wrong." Spider-Man said and as if on cue a girl screamed and fell to the ground. "Who are you?" The web-spinner questioned with both shooters aimed at her - ready to fire until a dinosaur appeared before them.

'I will deal with this creature first.' The woman thought and shot several arrows at the creature, but it was doing nothing to him.

"Lady is good, but she's no Hawkeye." Peter muttered as he decided to help her out. "Okay, Godzilla, time for you to get a taste of - Maximum Spider!" He shouted out while webbing up the beast and then foot stomped its head; which that was all ignored, but the creature understood when to leave. "You okay, lady?" He asked once the danger of the dino was gone.

"Of course I am." She said back with an edge in her tone. Despite her tone he did try to help her back to her feet. "Back off, will you?" She questioned to the strange man. "I don't need any help." She said while taking some cautious steps away from him.

"Listen, I don't expect a medal from saving you from that scale belly." Spider said to her, but was cut off.

"The 'scale belly' as you call it is known as a lizathon." The woman informed the hero.

"But you could at least say thank you." He offered to her since he thought the hero deserved at least that much.

"Thanks. " She said back at the web-spinner knew that she didn't mean it. "And now -." She started to add something but was interrupted.

"I'm Spider-Man." The strange one said while thumbing to himself.

"Thanks, Spider-Man." She corrected herself while turning her back on him.

"I may be new here, but I'm sensing some seriously bad vibes coming from you - what's up?" The strange one stated back to her since he did want to know what's with all the tude. "I mean: I had nothing to do with you rediscovering gravity. If you hadn't been sneaking around up there trying to spy on me-." He said to her, but was interrupted.

"This jungle is my home. You're the one who's spying." She said, and he could see that she was readying her bow for him.

"Easy there, jungle girl, I wasn't spying. I'm just new here, so I was just being cautious." The red and blue man said back to her using a somewhat honest tone.

"Well, just maybe I judged you wrong. Maybe. We'll see." She said back while putting away her bow, and headed off.

"Happens to the best of us." He said with a casual tone before adding, "At least tell me your name?" He said while trying to keep his softer side out of the reason of knowing her name.

"It's Willa." She answered him before disappearing into the thick branches.

"Willa. Weird concept: soft name for a tough girl." Peter muttered before firing a line, and swinging away since the were still looking for some Thundrillium.

"He's one of the aliens, isn't he? But not like the ones who came on the strange ship." Nayda, another rookie, questioned Willa after she landed on a branch away from the arachnid.

"Yes, the cats. Calls himself Spider-Man. Though he seemed more man then spider to me. I followed him from the lair the cats built once. I guess they are companions." Willa informed her sister of this new wrinkle that she already knew existed.

"What's he like?" Nayda questioned the wiser warrior.

"I'm not sure. A bit of a joker even though males can't always be trusted." Willa said back even though something about her meeting with him was slowly convincing her otherwise.

"We'll just keep an eye on him. I shouldn't find it too difficult." Nayda explained. Crossing her arms, Nayda gazed after the swinging muscular figure. Her head cocked with a pleased expression. Willa gave her sister a brief look.

"Yes, well…tell the others. Spider-Man must be carefully watched." Willa ordered which was carried out. As Peter further examined the jungle the tiger was in a desert like location.

"Don't much like the looks of this stretch of our adopted planet." Tygra said as he walked closer to a cave with an ominous cloud over it. "Hmm. Must be some Thundrillium deposits nearby. Coming stronger over in this way. The cave. Sounds like it might be a large deposit." He said while walking into the ominous tunnel. "Tired. Got to rest. Feel strange. I feel my strength leaving me. Growing feeble." The tiger said before falling to his knees before a puddle, and it was then he saw the problem. "I'm aging…getting years older every minute I'm in this place." He said as he saw his elderly face. "Got to get free of this, escape from here. Don't want to end up a pile of bones. Run. Have to run outside." He said since he had a new mission - get out as fast as possible, but his elderly body wouldn't let him. "Tired. So, so tired." He stated while fearing that he would be soon part of the landscape. Back in the forest Spider reconnected with Lion-O.

"Hey, big cat, anything?" Spider-Man asked as he stood upside down on a branch.

"No. Nothing yet." He answered back before watching him release from the branch and land on the ground.

"Yeah, nothing for me either, but I think we should high tail it. I don't think the natives like us that much." The web-spinner informed, but before he could explain what he meant the sword went off.

"Trouble somewhere." He said once he saw his sword flashing. "Let's find out what's wrong." The lion said after unsheathing his sword, and added, "Sword of Omens give me sight beyond sight." With that the leader saw what had happened to his friend. "Tygra. I can hardly recognize him. I've got to get to him quickly." Lion-O said after the sword was done showing him who was in danger and why.

"Not just yet, whelp." Slithe said causing both men to turn and face the mutants three.

"We haven't got time to waste on you mutants…so we're going to take care of you fast and-" Lion-O shouted to them before he was forced to dodge the shield projectile attacks.

"Not cool, dude. We always listen you your villain taunts." The web-head said as he punched most of them, but one scored a hit on the swordsman's hand causing him to loose his weapon.

"Strike at him before he gets it back." The reptile ordered and as soon as they were about to start a three on two fist fight an arrow zipped through the battlefield, and landed on a tree.

"Don't know who your friend is, boy…but they'll have to shoot better than that." Monkian said boastfully to the two before him. "Pretty colors." He said as a cloud started to envelop the battlefield. "We Monkians. Now…we never miss what we…uh…what we…" He started to explain, but couldn't finish since exhaustion had claimed him.

"Sleep gas. Retreat." Slithe ordered since he worried if one of the cats were around. Once they fled and the heroes were about to fall to dream as well a familiar, to Spider-Man, figure came from the treetops.

"Breath deeply." She said while holding a glass jar under their noses. "It will pass." She said and after seeing that they were coming around she put it away.

"Looks like we're even now, Willa. Oh, Willa, this is Lion-O. Lion-O, this is Willa." Peter informed as he gestured to the two so the understood who the other one was.

"Excuse us, but we must hurry. Our friend, Tygra-." Lion-O said to her as he picked up his sword, and the two of them headed off, but was stopped by the rescuer.

"You mustn't go that way. Ahead lies the Cave of Time." Willa warned them causing both heroes to turn and face her since that did not sound like a very nice place to visit.

"The Cave of Time?" Lion-O asked since that did seem the place to why his sword was giving him those images. "That could explain why Tygra looked the way he did. That must be where he's trapped." The lion said as he realized that much.

"Thanks for the warning, Willa, but we must go that way." Spider-Man said to her, and she could not hear any joking in his voice.

"Wait, Lion-O. It's best to listen to what she has to say." The spirit of the ship's captain informed him.

"But, Jaga, every minute I stay here I-." The cub tried to argue, but was cut off.

"This is her home territory. She knows it much better than you or Spider-Man. You should listen, before you rush off headlong." the mentor said while casting his gaze at the honorary hero for a moment.

"But, Jaga-." The swordsman tried again, but again was cut off.

"Sometimes…you can save time by waiting…and finding out all there is to learn about a situation." The spirit informed before disappearing.

"Yes, I see that, Jaga." The cub commented as he watched his father-like figure disappear. "What can you tell us about the Cave of Time?" The lion asked the warrior maiden that remained near them.

"Who were you talking to?" She asked since she was making sure that her new friends were alright in the head.

"Explain that to you later. Right now, tell us about the cave." Spider-Man stated to her and wondered why she wasn't able to see the spirit like he did.

"If you go in after your friend, you too will grow old swiftly." Willa informed the two of them causing one to have an idea of what to do, but he decided to see if the Lord of the Thundercats had caught onto the plan.

"There has to be some way to save him." Lion-O explained back to her not noticing the word 'swiftly' as a hint of who to use for this situation.

"There isn't, Lion-O. No one can run fast enough to escape aging." She said and once again hinted at what factor was critical about the rescue.

"It can be done, Willa. Sure, big cat, and I aren't fast, but Cheetara is." Spider-Man said before nodding to the swordsman so that he could get the show on the road.

"Thunder, thunder, thunder, Thundercats, ho!" Lion-O shouted out as he sent out the signal to the heavens, and it got not only the strength, but the speed factor as well.

"The Thundercat signal, and especially urgent somehow." Cheetara said as she explored a desert terrain until she saw the beacon and raced to it.

"I'm getting a strong reading…meaning there's got to be Thundrillium hereabouts…and in plentiful supply." Panthro said as he explored a rocky terrain. "Time for this later." He said after seeing the signal and headed toward it. Eventually the group made it to the designated spot.

"There it is, the Cave of Time. Your friend has no chance of ever returning I'm afraid." Willa explained as she had been doing so ever since they started running to the cave.

"No offense, but your pep talk is a real downer." Spider-Man said with his usual tone of humor which the others didn't get why he was trying to make light of this situation.

"If I move fast enough, the cave won't affect me?" The speed demon offered to her fellow female as she felt confident in her speed.

"It's not possible to move fast enough, I tell you." The warrior woman warned them again.

"You've never seen a cheetah move if you think that." Panthro informed their new friend since he recalled that Cheetara alone beat all male cheetahs in a foot race no matter the distance, and still had the will for several more races. Back in the forest the mutants were just now getting over the sleep gas used on them.

"Come on, wake up." Slithe ordered the white furred one who was leaning against a tree.

"I seem to have dozed off." The simian said as he looked around and saw no sign of Lion-O or Spider-Man.

"They used a sleep gas arrow on you, fool." The canine informed while thumbing back to where they once were.

"Oh! Yes. I remember now. We'd almost defeated Lion-O and Spider-Man." The monkey said before yawning since he still wished to sleep.

"Success was within our grasp…until that fool girl stuck her nose into our affairs." The reptile said with hate while thinking of ways to punish the girl to interfere in their plans.

"You told us that the heroes and that girl will be at the Cave of Time. It ought to be the perfect place to ambush them." The jackal said back since he could picture there would be very few places for the girl to strike them from the shadows.

"I don't wanna run into any more arrows." The simian stated as he still felt sleepy. "That gas gives me a headache." He informed them while doing his best not to fall asleep.

"This time we'll make certain…she won't get a chance to use them." Slithe said with a promise like tone in his voice not knowing that the rescue was almost complete.

"I've got him." Cheetara informed them after bolting out of the cave.

"Amazing. Not more than a few seconds." Willa said in an astonished tone and was not so proud to know when to admit that she was mistaken.

"This is not any Tygra that I know." The builder said as he took a look at the elder before them, and only saw a tiger with long hair, and pale fur.

"It is, Panthro. That cave did this to me." Tygra strained to inform them even though he had a feeling that they already knew that much.

"Isn't there something we can do?" Lion-O offered to the native since he still wished to help his friend.

"Well, I don't know about you, but I think we should put a sign up over the cave entrance that says 'Cave of Time - DO NOT ENTER!'" Spider said to them before looking around and saw somewhat annoyed faces.

"I meant about helping about Tygra's condition." The swords-cat explained to the jokester.

"I knew that." The red and blue man said back before looking at the aged one.

"I know a way, but it will be difficult and dangerous." The warrior maiden warned them.

"Danger doesn't deter the Thundercats, Willa." The swordsman stated which caused the lady to look at all of the off worlders.

"Yes, I'm beginning to realize that." The native said back after looking at all of them and could tell that they were all determined to save their friend.

"You mean there's a way to make him young again?" Panthro questioned as he took all of this news in.

"We must take him to the Geyser of Life. If he bathes in its waters, he may be restored." She said back to them since she did want to help these noble fighters.

"Where is the Geyser of Life?" The lion questioned, and watched as she pointed in the direction.

"A few miles to the south, across some pretty wild country." The tour guide informed while looking at the dry location before them.

"We've seen nothing else on this planet. Lead on, Willa." The spotted one said, and with that they went on their way. Before leaving the forest Spider-Man help make a make-shift stretcher so Tygra can conserve his energy.

"I feel so foolish." The smart one said since he should have known better than to venture into a cave without any knowledge of it.

"We're almost there, Tygra. Just rest. Conserve your strength." Lion-O, who was holding the front side of the stretcher, said as he looked over his shoulder.

"That looks like it up ahead." The panther stated while holding the other end of the stretcher as he saw some sort of geyser up ahead.

"The fountain is guarded by wing-ed water snakes…so be on your guard." Willa warned them, and once close enough leader, speed, and spider got up to the entrance. The strength saw this, and decided to fill them in about something.

"Wait. We must think this thing through. The sword is mighty but we have no time for a lengthy fight. Tygra is failing fast. Distract them, Lion-O. Cheetara, dizzy them. Spider-Man, ensnare them." Panthro offered to them, and they knew that he was right.

"Hey." Cheetara shouted to them while flicking her hair which they took as a sign to follow her. As they were following the cats Spider-Man webbed as many as he could before fleeing the scene. As they did that Willa and Panthro tried to treat Tygra.

"No, he must go alone." The warrior woman informed.

"He is too weak to manage it by himself." Panthro countered to her since he knew the flimsey body couldn't do as she was saying.

"If you step into the waters of the Geyser of Life, it will change you…make you younger and weaker and-" She informed which the elder heard the risks of his friend.

"Don't worry, Panthro. I can make it on my own." The smart one said while seeing that the other three made it back to them.

"Okay, I'll just get you to the edge of the waterspout." The panther informed of the new plan.

"You must be careful not to stay in too long, Tygra. It could return you to your infancy." Willa warned which was just the thing Spider-Man needed for another one of his lines.

"Yeah, and I doubt you guys remembered to back any diapers." Spider shouted out which again caused them to wonder if he was alright. The group watched as he returned back to his proper age once he went into the geyser, and came out when he felt like his old self again.

"It worked." Cheetara stated as they all saw him walk over to them.

"How do you feel Tygra?" Panthro questioned since he wanted to make sure that there was no side effect of going into that water.

"A lot better than I did. In fact, I was tempted to stay in…until I was as young as Lion-O." Tygra said as he walked forward and stopped once he reached land. They all did share a laugh about that until the web-spinner spotted something.

"Guys, looks like our tour guide split." Peter said to the others causing the rest of them to see what he meant.

"I guess she took off while we were watching Tygra take his shower." Panthro pointed out to them.

"I wanted to thank the young woman for what she did. Who is she, Spider-Man?" Tygra said and questioned before looking over to the man in question for a referance.

"To tell you the truth, stripes, I don't really know that much aside from her name." He answered back to the rest of them which was the truth. The group decided to head back home for a bit before going back with their search.

'Time to help our new friends.' Willa thought as she and two sisters put the hidden mutants to sleep before watching the five heroes walk by.

"And I'm sure I've located a terrific source of Thundrillium." The strength pointed out as he recalled the rocky area.

"So did I, Panthro, but I'm not going back for it." Tygra informed back at them since he did not want to face that problem a second time. None of the five were aware of the warrior women watching as they were walking home.


End file.
